Common use of Optional Prepayments Clause in Contracts

Optional Prepayments. (i) Subject to clause (b) below, the Borrower may from time to time and at any time upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repriced.

Optional Prepayments. (ia) Subject The Borrowers may on any Business Day, upon revocable notice to clause the Loan Agent not less than ten (b) below, the Borrower may from time to time and at any time upon at least one (110) Business Day’s Days prior written notice repay or prepaythereto, without penalty or premium prepay all or any portion of the outstanding principal amount of such Loans held directly or indirectly by Airbus or its Affiliates, in whole or in part of outstanding Floating Rate Loans comprising the same Advance in an aggregate (but, with respect to any partial prepayment, not less than a minimum amount of $10,000,000 and in integral multiples 1,000,000, plus any whole multiple of $1,000,000 100,000, or such lesser amount as results in excess thereof. Advances a prepayment of Eurodollar Rate such Loans may be voluntarily repaid or prepaid on or prior in full), together with accrued interest to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent date of such prepayment and on the principal amount prepaid; provided, further however, that optional prepayments if any prepayment of Advances all or a portion of Eurodollar Rate such Loans is made by the Borrowers other than on an Interest Payment Date, the Borrowers shall also pay any amounts owing pursuant to Section 2.04(a2.10(e). Except for any such amounts owing pursuant to Section 2.10(e), prepayments pursuant to this Section 2.5(a) shall be for without premium or penalty. (b) Upon the entire giving of any notice of prepayment under clause (a) of this Section 2.5, the principal amount of the outstanding Eurodollar Rate Loans specified to be prepaid together with accrued and unpaid interest thereon and other amounts, if any, due with respect thereto as provided in Section 2.5(a), shall become due and payable on the date specified for such prepayment; provided, however, that are Revolving Loans of any failure to make any such Advance. Prior prepayment in full on such date shall be deemed to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances be an automatic revocation of the applicable Class notice of prepayment given under Section 2.5(a) and such failure shall not constitute a Default or an Event of Default hereunder; provided, further, however, that the Borrowers shall be obligated to be repaid and shall notify pay on such date any amounts owing under Section 2.10(e) due to such failure to prepay. (c) Any partial prepayment of the Administrative Agent by telephone (confirmed by hand delivery or facsimileLoans under Section 2.5(a) of such selection. Each repayment of an Advance shall be applied ratably pro rata as among the outstanding Tranches of the Loans held directly or indirectly by Airbus or its Affiliates and pro rata among the Loans in each such Tranche, and to the then remaining installments of the outstanding principal amount of the Loans included in the repaid Advanceheld, directly or indirectly, by Airbus or its Affiliates on a pro rata basis. Repayments of Advances Any such prepayment shall be accompanied paid to the Loan Agent for application as provided in Section 2.9. The Borrowers shall have no right to optionally prepay the principal amount of the Loans held, directly or indirectly, by accrued interest on the amounts repaidAirbus or its Affiliates other than as provided in this Section 2.5 and Section 2.10, 2.12 or 9.1. (iid) In The Borrowers shall have the event any Term same prepayment rights with respect to Loans are subject to a Repricing Event prior to not held, directly or indirectly, by Airbus or its Affiliates as set forth above in this Section 2.5; provided, however, that if requested by the one year anniversary of the Funding Date, a Term Initial Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with a transfer or sell down transaction into the capital markets as envisioned in Section 9.2(e), the Borrowers shall have such Repricing Event or which holds a Term Loan the All-prepayment rights as are determined as provided in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repricedSection 9.2(c).

Optional Prepayments. (i) Subject to clause (b) below, The Borrower shall have the Borrower may right at any time and from time to time and at to prepay any time upon at least one (1) Business Day’s prior written notice repay Borrowing in whole or prepayin part, without penalty premium or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Periodpenalty, subject to prior notice given in accordance with paragraph (a)(ii) of this Section, or otherwise in form and substance reasonably acceptable to the indemnification provisions contained Administrative Agent. (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy or transmission by electronic communication in accordance with Section 4.049.01(b)) of any prepayment hereunder (i) (x) in the case of prepayment of a Eurocurrency Borrowing in Dollars, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least later than 2:00 p.m., New York City time, three (3) Business Days’ Days before the date of prepayment, or (y) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior written to any date of prepayment of Eurocurrency Loans denominated in Alternative Currencies, (ii) in the case of prepayment of a Base Rate Borrowing, not later than noon, New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 2:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of such the contents thereof. Each partial prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) any Borrowing shall be for in an amount that would be permitted in the entire amount case of an advance of a Borrowing of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selectionsame Type as provided in Section 2.02. Each repayment prepayment of an Advance a Borrowing shall be applied ratably to the Loans included in the repaid Advancenotice of prepayment. Repayments of Advances Prepayments pursuant to this Section 2.10(a) shall be accompanied by accrued interest on to the amounts repaid. (ii) In the event any Term Loans are extent required by Section 2.12 and shall be subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repriced2.15.

Optional Prepayments. (i) Subject to clause (b) belowThe Borrower may, the Borrower may from time to time on any Business Day (and at with respect to Advances denominated in Agreed Foreign Currencies, no more than twice per week on any time upon Business Day), voluntarily prepay Advances in whole or in part, without penalty or premium; provided that the Borrower shall have delivered to the Administrative Agent written notice of such prepayment (such notice, a “Notice of Prepayment”) in the form of Exhibit C hereto (i) in the case of a prepayment of a Syndicated Advance denominated in Dollars, by no later than 2:00 p.m. at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or Day prior to the last day of such prepayment, (ii) in the applicable Interest Periodcase of a prepayment of a Syndicated Advance denominated in an Agreed Foreign Currency, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided by no later than 2:00 p.m. at least three (3) Business Days’ Days prior written notice to the day of such prepayment, and (iii) in the case of a prepayment of a Swingline Advance denominated in Dollars, by no later than 2:00 p.m. on the date of such prepayment, and provided, further, that there shall not be more than two (2) such prepayments during any calendar month which are made in whole or in part with any Interest Proceeds. Any Notice of Prepayment received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next Business Day. Upon receipt of such Notice of Prepayment, the Administrative Agent shall promptly notify each Lender. Each such Notice of Prepayment shall be irrevocable and effective upon the date received and shall be dated the date such notice is given, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. Each prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made any Advance by the Borrower pursuant to this Section 2.04(a2.05(a) shall in each case be for in a principal amount of at least $500,000 or, if less, the entire outstanding principal amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Sectionthe Borrower. If a Notice of Prepayment is given by the Borrower, the Borrower shall select make such prepayment and the Advances or Advances payment amount specified in such notice shall be due and payable on the date specified therein. The Borrower shall make the payment amount specified in such notice by wire transfer of immediately available funds by 11:00 a.m. to the Agent’s Account. The Administrative Agent promptly will make such payment amount specified in such notice available to each Lender in the amount of each Lender’s Percentage of the applicable Class payment amount by wire transfer to be repaid and shall notify such Lender’s account. Any funds for purposes of a voluntary prepayment received by the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance after 11:00 a.m. shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest deemed received on the amounts repaid. next Business Day. The Borrower (iior the Collateral Manager on its behalf) In the event shall have discretion to determine whether any Term Loans are subject such prepayment is paid from available Interest Proceeds and/or from available Principal Proceeds. If any such prepayment is to a Repricing Event prior to the one year anniversary of the Funding Datebe paid, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19from available Interest Proceeds, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of Interest Proceeds which are used to make such Lender’s Term Loans so prepaidprepayment shall not exceed the Excess Interest Proceeds Amount and the Borrower (or the Collateral Manager on its behalf) shall deliver to the Agents an Excess Interest Proceeds Estimate together with the related Notice of Prepayment. For the avoidance of any doubt, repaid, assigned or repricedthe Borrower may only provide a Notice of Prepayment to prepay Advances that are outstanding on the date such Notice of Prepayment is delivered and may not provide a Notice of Prepayment to prepay any future Advances.

Optional Prepayments. (ia) Subject to clause (b) below, the The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole at any time, or from time to time and in part in amounts aggregating at least $1,000,000 or any time larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s prior written notice repay to the Administrative Agent any Borrowing that is a Base Rate Borrowing or prepayIndex Euro-Dollar Borrowing or (ii) without any notice, without penalty or premium all or any part of outstanding Floating Rate Loans comprising Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Revolver Advances of Eurodollar the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Loans may be voluntarily repaid or prepaid on or prior Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the last day terms of the applicable Interest PeriodArticle VIII for such Tranche Euro-Dollar Borrowing, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided may, upon at least three (3) Domestic Business Days’ Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and providedsuch notice, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify once received by the Administrative Agent Agent, shall not thereafter be revocable by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaidBorrower. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repriced.

Optional Prepayments. (i) Subject The Borrower may, upon notice to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time voluntarily prepay Term Loans of any Class and at Revolving Credit Loans of any time upon at least one Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Day’s Days prior written notice repay or prepay, without penalty or premium all or to any part date of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances prepayment of Eurodollar Rate Loans may be voluntarily repaid or prepaid and (2) on or prior to the last day date of the applicable Interest Periodprepayment of Base Rate Loans, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay (B) any prepayment of Eurodollar Rate Loans unless it shall have provided at least three be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (3C) Business Days’ prior written any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice to shall specify the Administrative Agent date and amount of such prepayment and providedthe Class(es) and Type(s) of Loans to be prepaid and, further that optional prepayments of Advances of if Eurodollar Rate Loans made pursuant are to Section 2.04(abe prepaid, the Interest Period(s) shall be for of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans such Lender’s ratable portion of such Advanceprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). Prior to any repayment of any Advances of any Class under this SectionIf such notice is given by the Borrower, the Borrower shall select make such prepayment and the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of payment amount specified in such selection. Each repayment of an Advance notice shall be applied ratably to due and payable on the Loans included in the repaid Advancedate specified therein. Repayments Any prepayment of Advances a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts repaidrequired pursuant to Section 3.05. 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 applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall 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 Refinancing Facilities. (ii) In the event any Term Loans are subject to a Repricing Event prior The Borrower may, upon notice to the one year anniversary of Swing Line Lender (with a copy to the Funding DateAdministrative Agent), a Term Lender whose Term at any time or from time to time, voluntarily prepay Swing Line Loans are prepaid or repaid in whole or in partpart 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 shall 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 would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which is required to assign refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of its any Second Amendment Effective Date Term Loans pursuant to Section 2.19, in connection with such any Repricing Event Transaction or which holds a Term Loan the All-(y) effects any amendment of this Agreement resulting in Yield of which is reduced as a result of a Repricing Event Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall be paid pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate principal amount of such Lender’s the applicable Second Amendment Effective Date Term Loans so prepaidoutstanding immediately prior to such amendment, repaidin each case to the Administrative Agent, assigned or repricedfor the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) Subject The Borrower may, upon notice to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time voluntarily prepay Term Loans and at any time upon at least one Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1) Business Day’s prior written such notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate Loans comprising must be received by the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may Administrative Agent not so prepay Eurodollar Rate Loans unless it shall have provided at least later than 1:00 p.m. (A) three (3) Business Days’ prior written to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice to shall specify the Administrative Agent date and amount of such prepayment and providedthe 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, further that optional prepayments and of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans such Lender’s Pro Rata Share of such Advanceprepayment. Prior to any repayment of any Advances of any Class under this SectionIf such notice is given by the Borrower, the Borrower shall select make such prepayment and the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of payment amount specified in such selection. Each repayment of an Advance notice shall be applied ratably to due and payable on the Loans included in the repaid Advancedate specified therein. Repayments Any prepayment of Advances a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be 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 applied against the scheduled repayments of Term Loans under Section 2.07(a) and (b) in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. 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, on or prior to the amounts repaidfirst anniversary of the Closing Date, the Borrower (i) makes any prepayment of Term B Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, a prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 3.07, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment. (ii) In the event any Term Loans are subject to a Repricing Event prior The Borrower may, upon notice to the one year anniversary of Swing Line Lender (with a copy to the Funding DateAdministrative Agent), a Term Lender whose Term at any time or from time to time, voluntarily prepay Swing Line Loans are prepaid or repaid in whole or in partpart 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, or which is required to assign and (2) any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event prepayment shall be paid an amount equal to 1.00% of the aggregate 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 Lender’s Term Loans so prepaidnotice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, repaidthe Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, assigned the Borrower may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or repricedshall otherwise be delayed.

Optional Prepayments. (i) Subject to clause (b) below, The applicable Borrower shall have the Borrower may right at any time and from time to time and at to prepay any time upon at least one (1) Business Day’s prior written notice repay Borrowing of any Class in whole or prepayin part, without penalty premium or premium all penalty. (ii) The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy or transmission by electronic communication in accordance with Section 9.01(b)) of any part prepayment hereunder (i) (x) in the case of outstanding Floating Rate Loans comprising the same Advance prepayment of a Eurocurrency Borrowing in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest PeriodDollars, subject to the indemnification provisions contained in Section 4.04not later than 2:00 p.m., provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least New York City time, three (3) Business Days’ Days before the date of prepayment, or (y) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior written to any date of prepayment of Eurocurrency Loans denominated in Alternative Currencies, (ii) in the case of prepayment of a Base Rate Borrowing, not later than noon, New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 2:00 p.m., New York City time, on the date of prepayment. Each such notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for irrevocable and shall specify the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Sectionprepayment date, the Borrower shall select the Advances Class or Advances Classes of the applicable Class Loans to be repaid and shall notify the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent by telephone (confirmed by hand delivery or facsimile) shall advise the Lenders of such selectionthe contents thereof. Each repayment partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an Advance advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the repaid Advancenotice of prepayment. Repayments of Advances Prepayments pursuant to this Section 2.10(a) shall be accompanied by accrued interest on to the amounts repaid. (ii) In the event any Term Loans are extent required by Section 2.12 and shall be subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repriced2.15.

Optional Prepayments. (i) Subject The Borrower may, upon notice to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time voluntarily prepay Term Loans and at any time upon at least one Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1) Business Day’s prior written such notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance must be in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior a form acceptable to the last day of Administrative Agent and be received by the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may Administrative Agent not so prepay Eurodollar Rate Loans unless it shall have provided at least later than 1:00 p.m. (A) three (3) Business Days’ prior written to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice to shall specify the Administrative Agent date and amount of such prepayment and providedthe 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, further that optional prepayments and of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans such Lender’s Pro Rata Share of such Advanceprepayment. Prior to any repayment of any Advances of any Class under this SectionIf such notice is given by the Borrower, the Borrower shall select make such prepayment and the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of payment amount specified in such selection. Each repayment of an Advance notice shall be applied ratably to due and payable on the Loans included in the repaid Advancedate specified therein. Repayments Any prepayment of Advances a Eurocurrency Rate Loan shall be accompanied by all accrued interest on thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the amounts repaidLoans 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 applied against the scheduled repayments of Term Loans under Section 2.07(a) and (b) in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) In the event any Term Loans are subject to a Repricing Event prior The Borrower may, upon notice to the one year anniversary of Swing Line Lender (with a copy to the Funding DateAdministrative Agent), a Term Lender whose Term at any time or from time to time, voluntarily prepay Swing Line Loans are prepaid or repaid in whole or in partpart 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, or which is required to assign and (2) any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event prepayment shall be paid an amount equal to 1.00% of the aggregate 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 Lender’s Term Loans so prepaidnotice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, repaidthe Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, assigned the Borrower may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or repricedshall otherwise be delayed.

Optional Prepayments. (i) Subject to clause (b) below, The Borrower shall have the Borrower may right at any time and from time to time and at to prepay any time upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment Borrowing of any Advances of any Class under this SectionClass, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, without premium or which is required penalty, by giving irrevocable (except to assign the extent conditioned on a refinancing of all or any portion of its the Loans) written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) in the case of prepayment of any Term Loans pursuant SOFR Borrowing, 12:00 p.m. not less than three (3) Business Days prior to Section 2.19any such prepayment, (ii) in connection with the case of any prepayment of any Base Rate Borrowing, 12:00 p.m. not less than one (1) Business Day prior to the date of such Repricing Event or which holds a Term Loan prepayment, and (iii) in the All-in Yield case of which is reduced as a result Swingline Borrowings, 12:00 p.m. on the date of a Repricing Event such prepayment. Each such notice shall be paid an irrevocable (except to the extent conditioned on a refinancing of all or any portion of the Loans) and shall specify the proposed date of such prepayment, the Class(es) and Types of Loans to be prepaid and the principal amount equal of each Borrowing or portion thereof to 1.00% be prepaid, which shall be in minimum amounts of $100,000 and integral multiples of $100,000 (or in the aggregate principal amount of the Type of Loans that are prepaid). Upon receipt of any such Lendernotice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such ▇▇▇▇▇▇’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.13(d); provided, that if a Term Loans so prepaidSOFR Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, repaidthe Borrower shall also pay all amounts required pursuant to Section 2.19. Each partial prepayment of any Loan (other than a Swingline Loan) 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 2.2 or in the case of a Swingline Loan pursuant to Section 2.4. Each prepayment of a Borrowing shall be applied to the aggregate principal outstanding amount of Revolving Borrowings at the discretion of the Borrower, assigned or repricedand in the case of a prepayment of the Term Loans, to principal installments in the order determined by the Borrower in its sole discretion (and absent such direction, in direct order of maturity).

Optional Prepayments. (i) Subject to clause (b) below, the The Borrower may at any time or from time to time and at voluntarily prepay Loans in whole or in part without premium or penalty on any time upon at least one Interest Payment Date (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, 3.5(ii)); provided that the Borrower shall deliver notice to the Administrative Agent (or, in the case of prepayment of a Revolving Loan, to the Revolving Loan Lender with a copy thereof to the Administrative Agent) of any prepayment hereunder, which notice must be received by the Administrative Agent or the Revolving Loan Lender, as the case may be (A) not so prepay Eurodollar later than 11:00 a.m. five (5) Business Days prior to any proposed date of prepayment of Term Loans or LIBOR Revolving Loans, and (B) not later than 11:00 a.m. on the proposed date of prepayment of Base Rate Revolving Loans. Any prepayment shall (x) in the case of Term Loans, 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, and (y) in the case of Revolving Loans, be in a principal amount of $100,000 or a whole multiple of $50,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and shall specify (A) the date and amount of such prepayment, (B) whether the prepayment is of Term Loans unless it or Revolving Loans or a combination thereof, and, if a combination thereof, the amount of prepayment allocable to each, and (C) with respect to prepayments of Revolving Loans, the amounts to be applied to each Revolving Loan outstanding. (ii) Promptly following receipt of any such notice of voluntary prepayment, the Administrative Agent shall have provided at least advise the applicable Lenders of the contents thereof. With respect to any proposed prepayment of Term Loans, the Required Class B Lenders may, not later than three (3) Business Days’ prior Days after the giving of such notice, elect by written notice to the Administrative Agent of that such prepayment and provided, further that optional of Term Loans shall be applied in accordance with clause (B) of Section 2.8(b)(iii). (iii) Optional prepayments of Advances of Eurodollar Rate the Term Loans made pursuant to this Section 2.04(a2.8(b) shall be for applied (A) to prepay the entire amount of Class A Loans until paid in full and thereafter to prepay the outstanding Eurodollar Rate Class B Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any or (B) if the Required Class under this SectionB Lenders shall so elect in accordance with Section 2.8(b)(ii), the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably pro rata to the Term Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaidoutstanding. (iiiv) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans Any prepayment pursuant to this Section 2.19, in connection with such Repricing Event or which holds a Term Loan 2.8(b) applied to prepay the All-in Yield of which is reduced as a result of a Repricing Event shall Revolving Loans may be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repricedreborrowed.

Optional Prepayments. (i) Subject to clause (b) below, the The Borrower may at any time and from time to time and at any time upon at least one (1) Business Day’s prior written notice repay or prepayprepay the Loans, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent at least three Business Days prior thereto in the case of Eurodollar Loans and at least one Business Day prior thereto in the case of Base Rate Loans, which notice shall (i) designate whether the Borrower is required to assign any of its prepaying Revolving Credit 1 Loans, Revolving Credit 2 Loans, and/or Term Loans and (ii) specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit 1 Loans or Revolving Credit 2 Loans (unless all Revolving Credit 1 Loans or Revolving Credit 2 Loans, as applicable, are being repaid and the Revolving Credit 1 Commitments or Revolving Credit 2 Commitments, as applicable, terminated) that are Base Rate Loans and Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Credit 1 Loans, Revolving Credit 2 Loans and Term Loans, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event each case, shall be paid in an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term $5,000,000 or a whole multiple thereof. Partial prepayments of Swing Line Loans so prepaid, repaid, assigned shall be in an aggregate principal amount of $100,000 or repriceda whole multiple thereof.

Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that each partial prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give irrevocable notice of such prepayment in writing to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) Subject three (3) Business Days prior to clause the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (bii) below, the Borrower may from time to time and at any time upon at least one (1) Business Day’s Day prior written notice repay or prepay, without penalty or premium all or any part to the proposed date of outstanding Floating prepayment of Alternate Base Rate Loans comprising denominated in Dollars, and (iii) four (4) Business Days prior to the same Advance proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in an aggregate minimum any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of $10,000,000 the Administrative Agent, interest on the principal amount prepaid shall be due and in integral multiples payable on any date that a prepayment is made hereunder through the date of $1,000,000 in excess thereofprepayment. Advances of Eurodollar Rate Amounts prepaid on the Revolving Loans and Swingline Loans may be voluntarily repaid or prepaid on or prior to reborrowed in accordance with the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaidterms hereof. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repriced.

Optional Prepayments. (ia) Subject to clause (b) below, The Borrower shall have the Borrower may right at any time and from time to time and at to prepay any time upon at least one (1) Business Day’s prior written notice repay or prepayBorrowing, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, upon at least three Business Days’ prior written or which fax notice (or telephonic notice promptly confirmed by written notice) in the case of Eurodollar Loans, or written or fax notice (or telephonic notice promptly confirmed by written notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), Local Time; provided, however, that (i) each partial prepayment of Loans denominated in Dollars shall be in an amount that is required to assign any an integral multiple of its $100,000 and not less than $500,000 and (ii) each partial prepayment of Loans denominated in Euros shall be in an amount that is an integral multiple of €100,000 and not less than €500,000. (b) Optional prepayments of Term Loans pursuant shall be allocated ratably between the Term Loans and the Other Term Loans, if any, and shall be applied first, in chronological order to the installments of principal in respect of the Term Loans and Other Term Loans scheduled to be paid within 12 months after such optional prepayment and second, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and Other Term Loans. (c) Each notice of prepayment shall specify the prepayment date and the principal amount and currency denomination of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.12 shall be subject to Section 2.192.15 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment; provided, however, that in the case of a prepayment of an ABR Revolving Loan or a Swingline Loan that is not made in connection with such Repricing Event or which holds a Term Loan termination of the All-in Yield of which is reduced as a result of a Repricing Event Revolving Credit Commitments, the accrued and unpaid interest on the principal amount prepaid shall be paid an amount equal payable on the next scheduled Interest Payment Date with respect to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned ABR Revolving Loan or repricedSwingline Loan.

Optional Prepayments. (i) Subject to clause (b) below, the Borrower The Borrowers may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (provided that any such notice may be conditioned on the occurrence of a transaction or other event and, if such condition is not satisfied on or prior to the date of such prepayment, may be revoked by the Parent Borrower in a written notice to the Administrative Agent) delivered to the Administrative Agent (a) at least three Business Days prior thereto, in the case of Eurocurrency Loans denominated in Dollars, (b) at least five Business Days prior thereto, in the case of Eurocurrency Loans denominated in any Optional Currency, and at any time upon (c) at least one Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the respective 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. Subject to the parenthetical contained in the preceding sentence, if any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (1except in the case of Revolving Credit Loans that are ABR Loans and Swingline Loans) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part accrued interest to such date on the amount prepaid. Partial prepayments of outstanding Floating Rate Revolving Credit Loans comprising the same Advance shall be in an aggregate minimum principal amount of $10,000,000 and in integral multiples 1,000,000 or a whole multiple of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional Partial prepayments of Advances Swingline Loans shall be in an aggregate principal amount of Eurodollar Rate $100,000 or a whole multiple thereof. Amounts to be applied in connection with prepayments of Term Loans made pursuant to this Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance 2.11 shall be applied ratably to remaining installments of the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to as directed by the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repricedParent Borrower.

Optional Prepayments. (ia) Subject The Company may, subject to clause (b) belowSection 7.11, the Borrower may at any time and from time to time and at time, prepay any time upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate Revolving Credit Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Periodand, subject to the indemnification provisions contained in Section 4.04proviso hereto, provided that the Borrower may not so prepay Eurodollar Rate Swing Line Loans unless borrowed by it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and providedwhich are then outstanding, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, without premium or penalty, upon at least three Working Days’ irrevocable notice to the Administrative Agent, in the case of Eurodollar Loans or Eurocurrency Loans, one Business Day’s irrevocable notice to the Administrative Agent, in the case of Alternate Base Rate Loans (other than Swing Line Loans) and irrevocable notice to the Administrative Agent (which notice must be received by the Administrative Agent prior to 1:00 P.M., New York City time) on the date of prepayment, in the case of Swing Line Loans, specifying (i) the date and amount of such prepayment, (ii) the principal amount to be prepaid, (iii) whether the prepayment is required of Revolving Credit Loans or Swing Line Loans or a combination thereof, and, if of a combination thereof, the amount of prepayment allocable to assign each and (iv) whether the prepayment is of Eurodollar Loans, Eurocurrency Loans or Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount of prepayment allocable to each (and, with respect to such Eurodollar Loans and Eurocurrency Loans, each Tranche thereof), provided, however, that the Company shall not prepay any Swing Line Loans on any day on which the Company has requested a borrowing thereof. Upon receipt of its Term Loans any such notice, the Administrative Agent will promptly notify each affected Lender thereof. If any such notice is given, the Company will make the prepayment specified therein, and such prepayment shall be due and payable on the date specified therein. Each partial prepayment pursuant to this Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event 7.2(a) shall be paid in an amount equal to 1.00% $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in the aggregate principal amount case of such Lender’s Term Loans so prepaidSwing Line Loans, repaid, assigned $500,000 or repriceda whole multiple of $100,000 in excess thereof) and shall comply with Section 7.7(g).

Optional Prepayments. (ia) Subject to clause (b) below, the Each Borrower may at any time and from time to time and at any time upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part of outstanding Floating prepay its Committed Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, without premium or which penalty, but subject to the provisions of subsection 2.14, upon at least three Working Days’ irrevocable notice (by 11:00 A.M. Local Time), in the case of Eurocurrency Loans, or same day irrevocable notice in the case of ABR Loans, in each case to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is required to assign any of its Term Loans Eurocurrency Loans, ABR Loans, or a combination thereof, and if of a combination thereof, the amount of prepayment allocable to each. Upon receipt of such notice the Administrative Agent shall promptly notify each Bank thereof. If such notice is given, the Borrower delivering such notice shall make such prepayment, and the payment of 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 and any amounts payable pursuant to Section 2.19subsections 2.14 and 2.15. Except as provided in the immediately following sentence, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event partial prepayments shall be paid in an aggregate principal amount equal to 1.00% of $5,000,000, or a whole multiple thereof (or comparable amounts reasonably determined by the Administrative Agent in the case of Foreign Currency Loans); provided, however, that after giving effect thereto, the aggregate principal amount of all Committed Rate Loans made on the same Borrowing Date shall not be less than $25,000,000 (or comparable amounts reasonably determined by the Administrative Agent in the case of Foreign Currency Loans). Anything contained in this subsection 2.6 to the contrary notwithstanding, partial prepayments of a Cancelled Bank’s Loans in connection with the termination under subsection 2.13(a), (b) or (c), 2.16(c) or 2.17(b), or upon a Defaulting Bank becoming a Cancelled Bank, of such LenderCancelled Bank’s Term Commitment (in whole or in part) shall be in an amount equal to the principal amount of the Loans so of such Bank being prepaid, repaidnotwithstanding the amount thereof, assigned and shall be permitted notwithstanding the provisions of the foregoing proviso. The Company and the Capital Corporation may prepay Negotiated Rate Loans or repricedBid Loans on such terms as shall be mutually agreed upon between the relevant Borrower and the relevant Bank. (b) If, on any Calculation Date, the Total Extensions of Credit outstanding on such date exceed the Total Commitments, on such date, the Borrowers shall, without notice or demand, within five Business Days (i) repay Loans and reduce L/C Obligations in an aggregate principal amount such that, after giving effect thereto, the Total Extensions of Credit shall be equal to or less than the Total Commitments and (ii) pay interest and fees accrued to the date of such payment, prepayment or reduction on the principal so prepaid or reduced and any amounts payable under subsection 2.14 in connection therewith.

Optional Prepayments. (i) Subject to clause the requirement that after giving effect to the proposed prepayment (bx) belowthere will be sufficient funds in the Collection Account to make all payments described in clauses (A) through (J) of Section 9.1(a)(i) on the next Quarterly Payment Date (or if such prepayment is made on a Quarterly Payment Date, on such Quarterly Payment Date) and (y) there is no Commitment Shortfall at any time after the Swingline Loans have been repaid in full and all interest and other amounts due in respect thereof have been paid in full, the Borrower may from time to time and (i) at any time after the Class A-R Commitment Period, upon at least one five Business Days’ notice (1which notice shall contain a certificate of an Authorized Officer of the Borrower certifying as to the satisfaction of the requirements set forth in this Section 2.7(c) Business Day’s prior written notice repay or prepaywith respect to such proposed prepayment) to the Agents, without penalty or premium the Lenders and DBRS, prepay all or any part portion of outstanding Floating Rate the principal balance of the Class A Loans comprising the same Advance then outstanding, without premium or penalty (other than as set forth in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid Section 2.9), on or prior any Business Day by paying to the last day Collateral Agent for the account of the applicable Interest PeriodLenders the principal amount to be prepaid together with accrued and unpaid interest and Commitment Fees, subject if applicable, thereon to and including the indemnification provisions contained in date of prepayment and, if such prepayment occurs on a day that is not a Quarterly Payment Date, any amount due pursuant to Section 4.04, 2.9; provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3x) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional any prepayments of Advances of Eurodollar Rate Class A Loans made pursuant to this clause (i) shall result in the permanent reduction of the Class A-R Commitments and the Class A-T Commitments on a dollar-for-dollar basis, and (y) such prepayment shall be allocated to each Class A Lender (A) with respect to principal repayment, in accordance with the Principal Allocation Formula and (B) with respect to interest and Commitment Fees, ratably based on the aggregate amounts thereof; and (ii) at any time during the Class A-R Commitment Period, if each Coverage Test is in compliance after giving effect thereto, on any Business Day (and, if such day is not a Quarterly Payment Date, upon at least five Business Days’ notice to the Agents) prepay all or any portion of the Class A-R Loans then outstanding by paying the principal amount to be prepaid together with accrued interest and Commitment Fees, if applicable, thereon to the date of prepayment and any amounts due pursuant to Section 2.04(a2.9; provided that any prepayments of the Class A-R Loans made pursuant to this clause (ii) shall not result in any reduction in the Class A-R Commitments at such time and such prepaid amounts under the Class A-R Loans may be re-borrowed in accordance with the terms of this Agreement. All prepayments of Loans pursuant to this Section 2.7(c) shall be for applied in accordance with the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under procedures set forth in this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid Section 2.7(c) and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall not be applied ratably subject to the Loans included in the repaid Advance. Repayments Priority of Advances shall be accompanied by accrued interest on the amounts repaidPayments. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repriced.

Optional Prepayments. The Issuer may, at its option, prepay the Notes in whole or in part on any Business Day; provided that (i) Subject the Issuer shall have provided written notice of such prepayment to clause (b) belowthe Indenture Trustee, the Borrower may from time to time Paying Agent, the Back-Up Manager and at Servicer no later than five Business Days (or such shorter notice period as set forth in the Variable Funding Note Purchase Agreement for any time upon at least one (1Series of Variable Funding Notes) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent date of such prepayment and provided, further (ii) such prepayment is accompanied by all accrued and unpaid interest on the principal amount of such Notes being prepaid through the date of such prepayment (along with any applicable Prepayment Consideration); provided that optional partial prepayments (other than to the extent made with funds on deposit in the Cash Trap Reserve Account) (i) may be directed by the Issuer to be applied solely to Notes of Advances a particular Series and (ii) such optional partial prepayment will be applied to the Classes of Eurodollar Rate Loans made such selected Series of Notes in direct order of alphanumerical designation, except that no prepayment is required to be applied to any Variable Funding Notes unless (x) the commitment with respect to such Notes is not revolving or (y) such Notes are in a Post-ARD Period. On the date of any optional prepayment in connection with which Prepayment Consideration is payable, the Indenture Trustee or the Paying Agent, as applicable, in either case at the prior written direction of the Manager (or, at any time that the Notes are Specially Serviced Notes, the Servicer), shall pay such Prepayment Consideration received in respect of any Class and Series of Notes to the Holders of such Notes pro rata based on the amount of principal prepaid on each such Note. Such optional prepayment shall be subject in all respects to the applicable requirements of the Depositary in connection with any prepayment and neither the Indenture Trustee nor the Paying Agent shall have any responsibility or liability for the failure or delay of any such optional prepayments due to (i) lack of compliance (other than, subject to timely receipt of any information or documents required for its compliance, by the Indenture Trustee or the Paying Agent, as applicable) with the applicable requirements of or any other policies and procedures of the Depositary or (ii) any other act or omission of the Depositary. In connection with each disposition of a Fiber Network Asset pursuant to Section 2.04(a) shall be for 7.29, if and to the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Sectionextent required thereunder, the Borrower Issuer shall select prepay the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included Notes in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% the applicable Release Price for the related Fiber Network Assets pursuant to clause (v) of the aggregate principal amount Priority of such Lender’s Term Loans so prepaidPayments, repaid, assigned or repricedand pay all amounts necessary to satisfy the Disposition Conditions.

Optional Prepayments. (ia) Subject The Company may, upon notice to clause the Administrative Agent by 10:00 a.m., New York City time, at least one Domestic Business Day (bor such shorter time as the Administrative Agent may agree in its sole discretion) belowprior to the date of prepayment, without premium or penalty, prepay any Base Rate Borrowing made to the Borrower may Company in whole at any time, or from time to time and in part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000 (or such other amount that represents the total amount of Base Rate Borrowings outstanding), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) The Company may, upon notice to the Administrative Agent by 10:00 a.m., New York City time, at least three Domestic Business Days prior to the date of prepayment, without premium or penalty (but including any amounts owed pursuant to Section 2.14), prepay any Euro-Dollar Borrowing made to the Company in whole at any time, or from time upon to time in part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000 (or such other amount that represents the total amount of Euro-Dollar Borrowings outstanding), by paying the principal amount to be prepaid together with (x) accrued interest thereon to the date of prepayment and (y) all losses and expenses (if any) relating thereto which are (i) determined pursuant to Section 2.14 and (ii) notified to the Company by the relevant Bank at least one (1) Domestic Business Day’s prior written notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or Day prior to the last day date of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04such prepayment, provided that the Borrower failure of any Bank to so notify the Company of the amount of any such loss or expense shall not relieve the Company of its obligation to pay the same. (c) Each prepayment pursuant to this Section 2.12 shall be applied to prepay ratably the Term Loan of the several Banks included in the relevant Borrowing being prepaid. Upon receipt of a notice of prepayment pursuant to this Section 2.12, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Company; provided, that any such notice may not so prepay Eurodollar Rate Loans unless it shall have provided at least three be conditioned upon the occurrence of one or more events (3including the effectiveness of new credit facilities) Business Days’ prior and may be revoked by the Company upon the non-occurrence of such event by written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with date specified for such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repricedprepayment.

Optional Prepayments. (i) Subject to clause (b) below, The Borrower shall have the Borrower may right at any time and from time to time and at to prepay any time upon at least Borrowing, in whole or in part, without premium or penalty, 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 Borrowing, 11:00 a.m. not less than three (3) Business Days prior to the date of such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one (1) Business Day’s Day prior written to the date of such prepayment, and (iii) in the case of any prepayment of any Swingline Borrowing, prior to 11:00 a.m. on the date of such prepayment. Each such notice repay or prepay, without penalty or premium all or any part shall be irrevocable and shall specify the proposed date of outstanding Floating Rate Loans comprising such prepayment and the same Advance in an aggregate minimum principal amount of $10,000,000 and in integral multiples each Borrowing or portion thereof to be prepaid, provided that any prepayment contemplated to be made with the proceeds of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans a refinancing may be voluntarily repaid or conditioned on the consummation of the refinancing transaction. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice (provided that any prepayment contemplated to be made with the proceeds of a refinancing may be conditioned on the consummation of the refinancing transaction), together with accrued interest to such date on the amount so prepaid in accordance with Section 2.13(d); provided that if a Eurodollar Borrowing is prepaid on or prior to a date other than the last day of the an Interest Period applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Sectionthereto, the Borrower shall select also pay all amounts required pursuant to Section 2.19. Each partial prepayment of any Loan shall be in an amount that would be permitted in the Advances or Advances case of an advance of a Revolving Borrowing of the applicable Class same Type pursuant to be repaid and shall notify Section 2.2 or, in the Administrative Agent by telephone (confirmed by hand delivery or facsimile) case of such selectiona Swingline Loan, pursuant to Section 2.4. Each repayment prepayment of an Advance a Borrowing shall be applied ratably to the Loans included comprising such Borrowing and, in the repaid Advance. Repayments case of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary prepayment of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as Borrowing, to principal installments thereof on a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repricedpro rata basis.

Optional Prepayments. (i) Subject The Borrower shall have the right to clause (b) below, the Borrower may prepay Loans in whole or in part from time to time and at any time upon at least one (1) Business Day’s prior written notice repay or prepaytime; provided, without penalty or premium all or any part however, that each partial prepayment of outstanding Floating LIBOR Rate Loans comprising the same Advance shall be in an aggregate a minimum principal amount of $10,000,000 5,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances , and each partial prepayment of Eurodollar Base Rate Loans may and/or a Swingline Loan shall be voluntarily repaid or prepaid on or prior to the last day in a minimum principal amount of the applicable Interest Period, subject to the indemnification provisions contained $500,000 and integral multiples of $100,000 in Section 4.04, provided that the excess thereof. The Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least give three (3) Business Days’ prior written irrevocable notice in the case of LIBOR Rate Loans and same-day irrevocable notice on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent of such prepayment and provided(which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrower elects to prepay the Tranche B Term Loans, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to amounts prepaid under this Section 2.04(a2.8(a) shall be for applied, first, to the entire immediately next-following four scheduled installments of principal payable with respect to the Tranche B Term Loans, in the order of their maturity, then to the remaining scheduled installments of principal payable with respect to the Tranche B Term Loans, in the inverse order of maturity, each such application to be made, 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 subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this SectionAdministrative Agent, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In principal amount prepaid shall be payable on any date that a prepayment is made hereunder through the event any Term date of prepayment. Amounts prepaid on the Revolving Loans are subject to a Repricing Event prior to and the one year anniversary of Swingline Loans may be reborrowed in accordance with the Funding Date, a Term Lender whose Term Loans are terms hereof. Amounts prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a on the Tranche B Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall may not be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repricedreborrowed.

Optional Prepayments. (i) Subject The Borrower Representative may, upon notice to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time and at any time upon at least one (1) Business Day’s prior written notice repay voluntarily terminate Term A Commitments or prepayTerm B Commitments, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, prepay Term Loans and Revolving Credit Loans in whole or which is required in part without premium or penalty (except as set forth below); provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to assign any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its Term Loans pursuant to Section 2.19receipt of each such notice, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% and of the aggregate principal amount 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 Representative, the Borrower Representative shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower Representative (it being understood and agreed that if the Borrower Representative does not so prepaiddirect at the time of such prepayment, repaidsuch prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07(a) and (b) in direct order of maturity) and shall 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. 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, on or prior to the six-month anniversary of the Acquisition Effective Date, the Borrower Representative (a) makes any prepayment of Term B Loans in connection with any Repricing Transaction, the Borrower Representative shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, a prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower Representative shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment. (ii) The Borrower Representative may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or repricedfrom 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, 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 Representative, the Borrower Representative shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower Representative may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Incremental Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) Subject The Borrower may, upon notice to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time voluntarily prepay Term Loans and at any time upon at least one Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Day’s Days prior written notice repay or prepay, without penalty or premium all or to any part date of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances prepayment of Eurodollar Rate Loans may and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be voluntarily repaid in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion 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 of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 applied against the scheduled repayments of Term Loans under Section 2.07(a) in direct order of maturity) and shall 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. 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, (i) on or prior to the last day first anniversary of the applicable Interest PeriodClosing Date, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate (a) makes any prepayment of Term B Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to in connection with any repayment of any Advances of any Class under this SectionRepricing Transaction, the Borrower shall select pay to the Advances or Advances Administrative Agent, for the ratable account of each of the applicable Class Term B Lenders, a prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be repaid and assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment or (ii) on or prior to the six month anniversary of the Second Incremental Amendment Closing Date, the Borrower (a) makes any prepayment of Term B-2 Loans in connection with any Repricing Transaction, the Borrower shall notify pay to the Administrative Agent by telephone Agent, for the ratable account of each of the applicable Term B-2 Lenders, a prepayment premium equal to 1% of the amount of the Term B-2 Loans being prepaid or (confirmed by hand delivery or facsimileb) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B-2 Lenders to such amendment whose Term B-2 Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B-2 Loans of such selection. Each repayment of an Advance shall be applied ratably non-consenting Term B-2 Lenders outstanding immediately prior to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaidsuch amendment. (ii) In the event any Term Loans are subject to a Repricing Event prior The Borrower may, upon notice to the one year anniversary of Swing Line Lender (with a copy to the Funding DateAdministrative Agent), a Term Lender whose Term at any time or from time to time, voluntarily prepay Swing Line Loans are prepaid or repaid in whole or in partpart 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, or which is required to assign and (B) any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event prepayment shall be paid an amount equal to 1.00% of the aggregate 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 Lender’s Term Loans so prepaidnotice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, repaidthe Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, assigned the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Incremental Facilities, which refinancing shall not be consummated or repricedshall otherwise be delayed.

Optional Prepayments. (i) Subject to clause (b) below, the The Borrower may at any time and from time to time and at any time upon at least one (1) Business Day’s prior written notice repay or prepayprepay the Loans, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, without premium or which penalty, upon irrevocable notice to the Administrative Agent, at least four Business Days' prior to the date of prepayment if all or any part of the Loans to be prepaid are Eurodollar Loans, and at least one Business Day prior to the date of prepayment if all of the Loans to be prepaid are ABR Loans, specifying the date and amount of prepayment and whether the prepayment is required of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to assign each. Upon receipt of any such notice, the Administrative Agent shall promptly notify each 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 any amounts payable pursuant to subsection 4.12 and, in the case of its prepayments of the Term Loans only, accrued interest to such date on the amount prepaid. Prepayments of the Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event this subsection 4.1 shall be paid an amount equal applied to 1.00% the prepayment of the Tranche A Term Loans and the Tranche B Term Loans PRO RATA. Partial prepayments of the Tranche A Term Loans and Tranche B Term Loans pursuant to this subsection 4.1 shall be applied to the remaining installments of principal thereof PRO RATA. Amounts prepaid on account of the Term Loans may not be reborrowed. Partial prepayments shall be in an aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned $1,000,000 or repricedwhole multiples thereof.

Optional Prepayments. (i) Subject The Borrower may, upon notice to clause the Administrative Agent (bor the Revolver Agent in the case of any notice in connection with any Revolving Credit Facilities, Revolving Credit Commitments, Revolving Credit Loans, Extended Revolving Credit Commitments or Loans thereunder or Incremental Revolving Credit Commitments) belowby the Borrower, the Borrower may at any time or from time to time and at voluntarily prepay any time upon at least one Borrowing of any Class in whole or in part without premium or penalty (except as set forth in Section 2.05(a)(iv)); provided that (1) Business Day’s prior written such notice repay must be received by the Administrative Agent or prepaythe Revolver Agent, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Periodas applicable, subject to the indemnification provisions contained in Section 4.04not later than 1:00 p.m., provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least New York City time (A) three (3) Business Days’ Days prior written to any date of prepayment of Eurocurrency Rate Loans (or, in the case of a Eurocurrency Rate Loan denominated in any currency other than Dollars, not later than 1:00 p.m., Local Time, three (3) Business Days before any date of prepayment) and (B) on the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof, in each case, the entire principal amount thereof then outstanding. Each such notice to shall specify the Administrative Agent date and amount of such prepayment and providedthe Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent (or the Revolver Agent, further that optional prepayments as applicable) will promptly notify each Appropriate Lender of Advances its receipt of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for each such notice, and of the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans such Lender’s Applicable Percentage of such Advanceprepayment. Prior to any repayment of any Advances of any Class under this SectionIf such notice is given by the Borrower, the Borrower shall select make such prepayment and the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of payment amount specified in such selection. Each repayment of an Advance notice shall be applied ratably to due and payable on the Loans included in the repaid Advancedate specified therein. Repayments Any prepayment of Advances 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 2.05(a) shall be applied (x) prior to the Conversion Date, to reduce the principal amount of the Term Loans to be repaid on the amounts repaidMaturity Date and (y) after the Conversion Date, to the Class(es) and Type(s) (and in the case of Term Loans, the installments thereof) as directed by the Borrower (it being understood and agreed that in the case of Term Loans, if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) [reserved]. (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 notice of prepayment states that such prepayment is conditioned upon the effectiveness of an Investment, Change of Control, the effectiveness of other credit facilities, acquisition, debt or equity offering, and such condition is not satisfied. (iv) In the event that the Borrower (x) makes any prepayment of any Class of Initial Term Loans are subject to in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Event Transaction with respect to any Class of Initial Term Loans, in each case prior to the one year six (6) month anniversary of the Funding Amendment No. 2 Effective Date, the Borrower shall pay a Term Lender whose Term Loans are prepaid or repaid premium in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.001.0% of (A) in the aggregate principal case of clause (x), the amount of such Lender’s Initial Term Loans so prepaidbeing prepaid or (B) in the case of clause (y), repaidthe aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment, assigned or repricedin each case to the Administrative Agent, for the ratable account of each of the applicable Initial Term Lenders.

Optional Prepayments. (i) Subject to Other than prepaying Swing Line Loans (which shall be governed by clause (bii) below), at its option the Borrower may from time to time and at any time may, upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part to the Administrative Agent in the case of outstanding Floating Base Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent in the case of LIBOR Loans, prepay the Loans in any Borrowing in part, without premium or penalty (except, in the case of LIBOR Loans, as set forth in Section 2.13), in a minimum principal amount of (A) $500,000 and integral multiples of $100,000 in excess thereof for Base Rate Loans and (B) $1,000,000 and integral multiples of $100,000 in excess thereof for LIBOR Loans, or in whole. Each such notice shall specify the date and amount of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for prepayment. If such notice is given by the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this SectionBorrower, the Borrower shall select make such prepayment and the Advances or Advances payment amount specified in such notice shall be due and payable on the date specified therein. 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 the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance Loans shall be applied ratably to the Loans included in as directed by the repaid AdvanceBorrower. Repayments If the Borrower fails to direct the application of Advances any such principal prepayments or if a Default has occurred and is continuing, such principal prepayments shall be accompanied by accrued interest on applied first to the amounts repaidSwing Line Loans until paid in full, second 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 each case, to the extent possible, be first applied to prepay Base Rate Loans and then if any funds remain, to prepay LIBOR Loans. (ii) In At its option, the event any Term Loans are subject to a Repricing Event prior Borrower may, upon notice to the one year anniversary of Swing Line Lender (with a copy to the Funding DateAdministrative Agent), a Term Lender whose Term at any time or from time to time, voluntarily prepay Swing Line Loans are prepaid or repaid in whole or in partpart without premium or penalty; provided, or which is required to assign that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (B) any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event prepayment shall be paid an amount equal to 1.00% of the aggregate in a minimum principal amount of $100,000. Each such Lender’s Term Loans so prepaidnotice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, repaid, assigned or repricedthe 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. The Company 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, in whole or in part, either the outstanding Revolving Loans or the outstanding Term Loans, without premium or penalty, upon irrevocable notice to the Administrative Agent (which notice must be received by the Administrative Agent prior to 11:00 A.M. (New York, New York time) (i) Subject three (3) Business Days prior to clause the prepayment date if all or any part of the Loans to be prepaid consist of Eurodollar Loans and (bii) below, the Borrower may from time to time and at any time upon at least one (1) Business Day’s Day prior written to the prepayment date, otherwise), specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of any such notice repay the Administrative Agent shall promptly notify each applicable Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with any amounts payable pursuant to Section 3.5 and interest on the principal amount prepaid through the date of prepayment. Partial prepayments of Revolving Loans or prepay, without penalty or premium all or any part of outstanding Floating Rate Term Loans comprising the same Advance shall be in an aggregate minimum principal amount of $10,000,000 and in integral multiples 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior Subject to the last day of the applicable Interest Periodforegoing terms, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Revolving Loans that are made pursuant to under this Section 2.04(a2.6(a) shall be for applied as the entire amount Company may elect; provided that if the Company fails to specify the application of the outstanding Eurodollar Rate Loans that are a voluntary prepayment of Revolving Loans of then such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance prepayment shall be applied ratably first to ABR Loans and then to Eurodollar Loans in direct order of Interest Period maturities. Voluntary prepayments of the Term Loans shall be applied to prepay on a pro rata basis the Term B Loan (pro rata to the Loans included in remaining amortization payments thereunder) and the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. Incremental Term Loan (ii) In the event any Term Loans are subject to a Repricing Event prior pro rata to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repricedremaining amortization payments thereunder).

Optional Prepayments. (i) Subject The Borrower may, upon delivery of a Notice of Loan Prepayment to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time and at any time upon at least one voluntarily prepay Committed Loans in whole or in part without premium or penalty subject to Section 3.05; provided that (A) such Notice of Loan Prepayment must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Day’s Days prior written notice repay to any date of prepayment of Term SOFR Loans and (2) on the date of prepayment of Base Rate Committed Loans or prepay, without penalty or premium all or Daily SOFR Loans; (B) any part prepayment of outstanding Floating Rate Term SOFR Loans comprising the same Advance shall be in an aggregate a minimum principal amount of $10,000,000 and in integral multiples 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Committed Loans or Daily SOFR Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or, in each case, if less, the entire principal amount thereof then outstanding. Advances Each such Notice of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to Loan Prepayment shall specify the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent date and amount of such prepayment and providedthe Type(s) of Committed Loans to be prepaid and, further that optional prepayments of Advances of Eurodollar Rate if Term SOFR Loans made pursuant are to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Sectionprepaid, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimileInterest Period(s) of such selectionLoans. Each repayment The Administrative Agent will promptly notify each Lender of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments its receipt of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary each such Notice of Loan Prepayment, and of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount 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 Borrower, the Borrower shall make such prepayment and the 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 Loans so SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, repaidtogether with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, assigned or repricedeach such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.

Optional Prepayments. Subject to the requirement that after giving effect to the proposed prepayment (x) there will be sufficient funds in the Collection Account to make all payments described in clauses (A) through (K) of Section 9.1(a)(i) on the next Quarterly Payment Date (or if such prepayment is made on a Quarterly Payment Date, on such Quarterly Payment Date)and (y) there is no Commitment Shortfall: (I) the Borrower may (i) Subject at any time after the Reinvestment Period, at any time, upon at least five Business Days’ notice (which notice shall contain a certificate of an Authorized Officer of the Borrower certifying as to the satisfaction of the requirements set forth in this Section 2.7(c) with respect to such proposed prepayment) to the Agents, the Lenders and S&P, prepay all or any portion of the Class A Loans then outstanding, without premium or penalty (other than as set forth in Section 2.9), on any Business Day by paying to the Collateral Agent for the account of the Lenders the principal amount to be prepaid together with accrued and unpaid interest and Commitment Fees, if applicable, thereon to and including the date of prepayment and, if such prepayment occurs on a day that is not a Quarterly Payment Date, any amount due pursuant to Section 2.9; provided that (x) any prepayments of Class A Loans made pursuant to this clause (bi) belowshall result in the permanent reduction of the Class A-R Commitments and the Class A-T Commitments on a dollar-for-dollar basis, and (y) such prepayment shall be allocated between the Class A-R Loans and the Class A-T Loans based on, with respect to principal, the Principal Allocation Formula, and otherwise on a pro rata basis; and (ii) at any time during the Reinvestment Period, if each Coverage Test is in compliance after giving effect thereto, upon at least five Business Days’ notice to the Agents, prepay all or any portion of the Class A-R Loans then outstanding on any Business Day that is not a Quarterly Payment Date by paying the principal amount to be prepaid together with accrued interest and Commitment Fees, if applicable, thereon to the date of prepayment and any amounts due pursuant to Section 2.9; provided that any prepayments of the Class A-R Loans made pursuant to this clause (ii) shall not result in any reduction in the Class A-R Commitments at such time and such prepaid amounts under the Class A-R Loans may be re-borrowed in accordance with the terms of this Agreement; and (II) at any time after the Class A Loans have been repaid in full, the Class A-R Commitments and the Class A-T Commitments have been terminated and all interest, Commitment Fees and other amounts due in respect thereof have been paid in full, the Borrower may from time to time and at any time upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) five Business Days’ prior written notice (which notice shall contain a certificate of an Authorized Officer of the Borrower certifying as to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount satisfaction of the outstanding Eurodollar Rate Loans that are Revolving Loans of requirements set forth in this Section 2.7(c) with respect to such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimileproposed prepayment) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in Agents and S&P, prepay without premium or penalty the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding DateClass B Loans, a Term Lender whose Term Loans are prepaid or repaid either in whole or in part, on any Business Day that is not a Quarterly Payment Date by paying the principal amount to be prepaid together with accrued interest (including any accrued and unpaid interest amounts) thereon to the date of prepayment; provided that no such prepayment in whole (but not in part) shall be permitted unless (A) sufficient amounts are on deposit in the Collection Account to prepay the Class B Loans and all other amounts owing hereunder in full, (B) the Borrower shall direct the sale of all or which is required part of the Collateral Loans and, if applicable, any other Collateral in an amount sufficient that the proceeds from such sale or sales and all other funds available for such purpose in the Collection Account and the Payment Account (including the net proceeds of any Refinancing) will be at least sufficient to assign prepay the Class B Loans in full together with all other amounts owing hereunder or (C) the Borrower shall obtain a Refinancing such that the proceeds from the Refinancing, all proceeds from the sale of Collateral Loans and any other Collateral pursuant to clause (B) above and all other available funds will be at least sufficient to prepay the Class B Loans in full together with all other amounts owing hereunder, in each case on the date identified by the Borrower as the prepayment date. All prepayments of its Term Loans pursuant to this Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event 2.7(c) shall be paid an amount equal applied in accordance with the procedures set forth in Section 2.7(f) and shall not be subject to 1.00% the Priority of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repricedPayments.

Optional Prepayments. Except as provided in Section 4.4(c), the applicable Borrower shall have the right at any time and from time to time, without premium or penalty, to prepay any of 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) Subject to clause on the same Business Day as each Base Rate Loan, (bii) below, the Borrower may from time to time and at any time upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part of outstanding Floating Day before each Canadian Base Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 Loan and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided (iii) at least three (3) Business Days’ prior written notice Days before each LIBOR RateSOFR Loan or CDOR Rate Loan, as applicable, specifying the date and amount of repayment, whether the repayment is of LIBOR RateSOFR Loans, CDOR Rate Loans, Base Rate Loans or Canadian Base Rate Loans or a combination thereof, and if a combination thereof, the amount allocable to each 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 optional prepayment of the Term Loans hereunder shall be in an aggregate principal amount of at least $5,000,000 (or C$5,000,000) or any whole multiple of $1,000,000 (C$1,000,000) in excess thereof and shall be applied, on a pro rata basis, to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount outstanding principal installments of the outstanding Eurodollar Rate Term Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of being so repaid as directed by the applicable Class to be repaid and shall notify the Administrative Agent by telephone Borrowers (confirmed by hand delivery or facsimile) or, if not so directed, in direct order of such selectionmaturity). Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is amount required to assign any of its Term Loans be paid pursuant to Section 2.195.9 hereof. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the applicable Term Loan Lenders of each Notice of Prepayment. Notwithstanding the foregoing, any Notice of Prepayment delivered in connection with such Repricing Event or which holds a Term Loan the All-in Yield any refinancing of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% all of the aggregate principal amount Credit Facility with the proceeds of such Lender’s Term Loans refinancing or of any other incurrence of Indebtedness may be, if expressly so prepaidstated to be, repaid, assigned contingent upon the consummation of such refinancing or repricedincurrence and may be revoked by the applicable Borrower in the event such refinancing is not consummated; provided that the delay or failure of such contingency shall not relieve any Borrower from its obligations in respect thereof under Section 5.9.

Optional Prepayments. (i) Subject The Borrower may, upon notice to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time voluntarily prepay Term Loans and at any time upon at least one Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Day’s Days prior written notice repay or prepay, without penalty or premium all or to any part date of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances prepayment of Eurodollar Rate Loans may and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be voluntarily repaid in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion 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 of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 applied against the scheduled repayments of Term Loans under Section 2.07(a) in direct order of maturity) and shall 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. 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, on or prior to the last day first anniversary of the applicable Interest PeriodClosing Date, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate (a) makes any prepayment of Term B Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to in connection with any repayment of any Advances of any Class under this SectionRepricing Transaction, the Borrower shall select pay to the Advances or Advances Administrative Agent, for the ratable account of each of the applicable Class Term B Lenders, a prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be repaid and shall notify assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the Administrative Agent by telephone (confirmed by hand delivery or facsimile) aggregate amount of the applicable Term B Loans of such selection. Each repayment of an Advance shall be applied ratably non-consenting Term B Lenders outstanding immediately prior to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaidsuch amendment. (ii) In the event any Term Loans are subject to a Repricing Event prior The Borrower may, upon notice to the one year anniversary of Swing Line Lender (with a copy to the Funding DateAdministrative Agent), a Term Lender whose Term at any time or from time to time, voluntarily prepay Swing Line Loans are prepaid or repaid in whole or in partpart 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, or which is required to assign and (B) any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event prepayment shall be paid an amount equal to 1.00% of the aggregate 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 Lender’s Term Loans so prepaidnotice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, repaidthe Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, assigned the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Incremental Facilities, which refinancing shall not be consummated or repricedshall otherwise be delayed.

Optional Prepayments. (i) Subject The Borrower may, upon notice to clause (b) belowthe Administrative Agent substantially in the form of Exhibit F hereto, the Borrower may at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must specify the Class or Classes thereof to be prepaid and at the respective principal amounts thereof and must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any time upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part date of outstanding Floating prepayment of Eurocurrency Rate Loans comprising denominated in Dollars, (B) four Business Days (or five Business Days, in the same Advance case of prepayment of Committed Loans denominated in an aggregate minimum Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (C) one Business Day prior to the date of prepayment of Base Rate Loans; and (ii) any prepayment of Loans shall be in a principal amount of $10,000,000 and in integral multiples 5,000,000 or a whole multiple of $1,000,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to Each such notice shall specify the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent date and amount of such prepayment and providedthe Type(s) of Loans to be prepaid and, further that optional prepayments of Advances of Eurodollar if Eurocurrency Rate Loans made pursuant are to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Sectionprepaid, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimileInterest Period(s) of such selectionLoans. Each repayment The Administrative Agent will promptly notify each applicable Lender of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments its receipt of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary each such notice, and of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage of the relevant Class). 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 on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Class of Term Loans so prepaidpursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower in the notice of repayment delivered to the Administrative Agent, repaidand in the absence of such direction from the Borrower, assigned or repricedin the direct order of maturity thereof. Each prepayment of any Class of Term Loans pursuant to this Section 2.05(a) shall be paid to the Term Lenders in accordance with the Term Lenders’ respective Applicable Percentages of the relevant Classes.

Optional Prepayments. (ia) Subject to clause (b) belowThe Borrower may, the Borrower may from time to time and at any time upon at least one (1) Business Day’s prior written notice repay to the Administrative Agent (which shall promptly notify each of the Banks), prepay any Group of Loans which are Base Rate Loans, in whole at any time, or prepay, without penalty or premium all from time to time in part in amounts aggregating One Million Dollars ($1,000,000) or any part larger multiple of outstanding Floating Rate One Hundred Thousand Dollars ($100,000), by paying the principal amount to be prepaid. Each such optional prepayment shall be applied to prepay ratably the Loans comprising of the same Advance several Banks included in an aggregate minimum amount such Group of $10,000,000 and in integral multiples Loans or Borrowing. (b) The Borrower may, upon at least one (1) Euro-Dollar Business Day’s notice to the Administrative Agent (which shall promptly notify each of $1,000,000 in excess thereof. Advances the Banks), prepay any Euro-Dollar Loan as of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the Interest Period applicable Interest Periodthereto. Except as provided in Article VIII and except with respect to any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, subject to the indemnification provisions contained in Section 4.048.3 or 8.4 hereof, provided that the Borrower may not so prepay Eurodollar Rate Loans all or any portion of the principal amount of any Euro-Dollar Loan prior to the end of the Interest Period applicable thereto unless it the Borrower shall have provided also pay any applicable expenses pursuant to Section 2.13. Any such prepayment shall be upon at least three (3) Euro-Dollar Business Days’ prior written notice to the Administrative Agent Agent. Each such optional prepayment shall be in the amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans of such prepayment and providedthe Banks included in any Group of Loans which are Euro-Dollar Loans, further except that optional prepayments of Advances of Eurodollar any Euro-Dollar Loan which has been converted to a Base Rate Loans made Loan pursuant to Section 2.04(a) shall 8.2, 8.3 or 8.4 hereof may be for the entire amount prepaid without ratable payment of the outstanding Eurodollar Rate other Loans that are Revolving in such Group of Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaidwhich have not been so converted. (iic) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are Any amounts so prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event 2.11 (a) or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall (b) may not be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repricedreborrowed.

Optional Prepayments. (ia) Subject Subject, in the case of any Borrowing of Euro-Dollar Loans to clause (b) belowSection 2.12 and, in the case of any Borrowing of Tranche B Loans, to Section 2.04(f), either Borrower may 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 and at in part in amounts aggregating $5,000,000 (or, solely in the case of any time upon at least one (1Group of Loans which are Swing Loans, $1,000,000) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount larger multiple of $10,000,000 and 1,000,000, by paying the principal amount to be prepaid together with, in integral multiples the case of $1,000,000 in excess thereof. Advances a prepayment of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior Euro-Dollar Loans, accrued interest thereon to the last day date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the applicable Interest Periodseveral Lenders included in such Group. (b) Upon receipt of a notice of prepayment pursuant to this Section, subject to the indemnification provisions contained in Section 4.04, provided that Agent shall promptly notify each Lender of the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent contents thereof and of such Lender's ratable share of such prepayment and providedsuch notice shall not thereafter be revocable by such Borrower. (c) Subject to Section 2.04(f), further that optional prepayments each prepayment of Advances of Eurodollar Rate the Term Loans made by either Borrower pursuant to this Section 2.04(a) 2.10 shall be for allocated pro rata on the entire 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 either Borrower pursuant to this Section shall be applied as follows: first, to reduce the amount of the outstanding Eurodollar Rate subsequent scheduled repayments of the Term Loans that are Revolving (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 been paid in full and thereafter to reduce the amount of subsequent scheduled repayments to the Term Loans of such Advance. Prior to any repayment Class in inverse order of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaidmaturity. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repriced.

Optional Prepayments. (ia) Subject The Company may, upon notice to clause the Administrative Agent by 10:00 a.m., New York City time, at least one Domestic Business Day (bor such shorter time as the Administrative Agent may agree in its sole discretion) belowprior to the date of prepayment, without premium or penalty, prepay any Base Rate Borrowing made to the Borrower may Company in whole at any time, or from time to time and in part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000 (or such other amount that represents the total amount of Base Rate Borrowings outstanding), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (b) The Company may, upon notice to the Administrative Agent by 10:00 a.m., New York City time, at least three Domestic Business Days prior to the date of prepayment, without premium or penalty (but including any amounts owed pursuant to Section 2.14), prepay any Euro-Dollar Borrowing made to the Company in whole at any time, or from time upon to time in part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000 (or such other amount that represents the total amount of Euro-Dollar Borrowings outstanding), by paying the principal amount to be prepaid together with (x) accrued interest thereon to the date of prepayment and (y) all losses and expenses (if any) relating thereto which are (i) determined pursuant to Section 2.14 and (ii) notified to the Company by the relevant Bank at least one (1) Domestic Business Day’s prior written notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or Day prior to the last day date of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04such prepayment, provided that the Borrower failure of any Bank to so notify the Company of the amount of any such loss or expense shall not relieve the Company of its obligation to pay the same. (c) Each prepayment pursuant to this Section 2.12 shall be applied to prepay ratably the Loans of the several Banks included in the relevant Borrowing being prepaid. Upon receipt of a notice of prepayment pursuant to this Section 2.12, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Company; provided, that any such notice may not so prepay Eurodollar Rate Loans unless it shall have provided at least three be conditioned upon the occurrence of one or more events (3including the effectiveness of new credit facilities) Business Days’ prior and may be revoked by the Company upon the non-occurrence of such event by written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with date specified for such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repricedprepayment.

Optional Prepayments. (ia) Subject to clause (b) below, the The Borrower may at any time and from time to time and at any time upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate Loans comprising prepay the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this SectionLoans, the Borrower shall select Swingline Loans or the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding DateLoans, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, without premium or penalty except as provided in Section 2.11(b), upon irrevocable notice delivered to the Administrative Agent no later than 12:00 Noon, Local Time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, one Business Day prior thereto, in the case of ABR Loans, which notice shall specify (i) the date and amount of prepayment, (ii) whether the prepayment is required to assign any of its Revolving Loans, Swingline Loans, Tranche A Term Loans, Tranche B Term Loans or New Term Loans of any Tranche, and if such prepayment is of Revolving Loans or Swingline Loans, the Class of Revolving Loans to be prepaid and (iii) whether the prepayment is of Eurocurrency Loans or ABR Loans; provided that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.21. 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 connection such notice shall be due and payable on the date specified therein (provided that such notice may be conditioned on receiving the proceeds of any refinancing), together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such Repricing Event date on the amount prepaid. Partial prepayments of Term Loans of a Class and of Revolving Loans of a Class shall be in an aggregate principal amount of (i) $1,000,000 or which holds a whole multiple of $100,000 in excess thereof (in the case of prepayments of ABR Loans) or (ii) $1,000,000 or a whole multiple of $500,000 in excess thereof (in the case of prepayments of Eurocurrency Loans), and in each case shall be subject to the provisions of Section 2.18. Partial prepayments of Swingline Loans of a Class shall be in an aggregate principal amount of $50,000 or a whole multiple of $50,000 in excess thereof. (b) Any optional prepayment of the Tranche B Term Loan the All-in Yield of which is reduced Loans as a result of a Repricing Event Transaction shall be paid an amount equal to 1.00accompanied by a prepayment fee, which shall initially be 1% of the aggregate principal amount prepaid and shall decline to 0% on and after the first anniversary of such Lender’s Term Loans so prepaid, repaid, assigned or repricedthe Closing Date.

Optional Prepayments. (i) Subject The Borrowers may, upon notice to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time voluntarily prepay Term Loans and at any time upon at least one Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Day’s Days (or four (4) Business Days in the case of Loans denominated in Euro) prior written notice repay or prepay, without penalty or premium all or to any part date of outstanding Floating prepayment of Eurocurrency Rate Loans comprising and (B) on the same Advance date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in an aggregate minimum a principal amount of (i) with respect to Revolving Credit Loans, $10,000,000 3,000,000 or a whole multiple of $1,000,000 in excess thereof and in integral multiples (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Advances ; and (3) any prepayment of Eurodollar 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, 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 Pro Rata Share 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 Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be voluntarily repaid applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or prepaid anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the last day first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Interest PeriodTerm B-2 Lenders, subject (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding immediately prior to such amendment; (2) on or prior to the indemnification provisions contained first anniversary of the Closing Date, (i) the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) or Section 2.05(b)(iii), or (ii) any Term B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 4.042.05(a) or the definition of the Make-Whole Premium, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it Borrowers shall have provided at least three pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) Business Days’ following the first anniversary of the Closing Date but on or prior written to the second anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B-1 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment. (iii) The Borrowers may, upon notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant Swing Line Lender (with a copy to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery Agent), at any time or facsimile) of such selection. Each repayment of an Advance shall be applied ratably from time to the time, voluntarily prepay Swing Line Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in partpart 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, or which is required to assign and (2) any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event prepayment shall be paid an amount equal to 1.00% of the aggregate 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 Lender’s Term Loans so prepaidnotice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, repaidthe Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, assigned the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or repricedshall otherwise be delayed.

Optional Prepayments. (i) Subject to clause (b‎(b) below, the Borrower may from time to time and at any time upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section ‎Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a‎Section 2.04(a)(i) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term B Loans are subject to a Repricing Event prior to the one year six month anniversary of the Funding Closing Date, a Term B Lender whose Term B Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term B Loans pursuant to Section ‎Section 2.19, in connection with such Repricing Event or which holds a Term B Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term B Loans so prepaid, repaid, assigned or repriced.

Optional Prepayments. (ia) Subject to clause (b) belowSection 4.04, the Borrower may may, at any time or from time to time and at any time time, upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) less than two Business Days’ prior written notice irrevocable Notice of Prepayment to the Administrative Agent (which Notice of such prepayment Prepayment may be conditioned upon the consummation of replacement financing or any other transaction), in respect of LIBOR Rate Loans, and providedin respect of Base Rate Loans, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(aby not later than 10:30 a.m. (Eastern time) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term prepayment date, prepay Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, in an aggregate minimum amount that is not less than $2,000,000 (or such lesser amount agreed to by the Agent), without premium or penalty (except as set forth in clause (b) below). Such Notice of Prepayment shall specify the date and amount of such prepayment, which is required Loans are to assign any be prepaid and the Class(es) and Type(s) of such Loans to be prepaid and, in the case of a prepayment of Term Loans, the installments to which such prepayment shall be applied (it being understood that, in the absence of such a direction, such prepayment shall be applied to such installments in the direct order of the maturity thereof). The Agent will promptly notify each Lender of its Term Loans receipt of any such Notice of Prepayment, and of such Lender’s Percentage of such prepayment, subject to Section 3.11, if applicable. If such Notice of Prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such Notice of Prepayment shall be due and payable on the date specified therein, together, in the case of LIBOR Rate Loans, with accrued interest to each such date on the amount prepaid and any amounts required pursuant to Section 2.194.04. (b) At the time of the effectiveness of any Repricing Transaction that is consummated prior to the date that is twelve (12) months after the Effective Date, in connection the Borrower agrees to pay to the Agent, for the ratable account of each Lender with outstanding Term B Loans that are repaid or prepaid (and/or converted) pursuant to such Repricing Event or which holds Transaction (including, if applicable, each Lender that withholds its consent to a Term Loan Repricing Transaction of the All-type described in Yield clause (2) of which the definition thereof and is reduced replaced as a result of non-consenting Lender under Section 4.07), a Repricing Event shall be paid fee in an amount equal to 1.00% of (x) in the case of a Repricing Transaction of the type described in clause (1) of the definition thereof, the aggregate principal amount of all Term B Loans prepaid (or converted) by the Borrower in connection with such Lender’s Repricing Transaction and (y) in the case of a Repricing Transaction of the type described in clause (2) of the definition thereof, the aggregate principal amount of all Term B Loans so prepaid, repaid, assigned or repricedoutstanding with respect to the Borrower on such date that are subject to an effective reduction of the Applicable Rate pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.

Optional Prepayments. (ia) Subject to clause (b) belowSections 4.11 and 4.17, the Borrower Borrowers may at any time and from time to time and at prepay the Loans under any time upon at least one (1) Business Day’s prior written notice repay Facility, as elected by the applicable Borrower(s), in whole or prepayin part, without penalty premium or premium all or any part penalty, upon irrevocable notice delivered by Cedar Fair LP to the Administrative Agent no later than 11:00 A.M., New York City time, three Business Days prior thereto, in the case of outstanding Floating Eurodollar Loans, and no later than 11:00 A.M., New York City time, one Business Day prior thereto, in the case of Base Rate Loans comprising and Canadian Prime Rate Loans, which notice shall specify the same Advance in an aggregate minimum date and amount of $10,000,000 prepayment and in integral multiples of $1,000,000 in excess thereof. Advances whether the prepayment is of Eurodollar Loans, BA Rate Loans, Base Rate Loans may be voluntarily repaid or Canadian Prime Rate Loans (and under which Facility such Loans are being prepaid); provided that if a Eurodollar Loan or BA Rate Loan is prepaid on or prior to any day other than the last day of the Interest Period applicable Interest Periodthereto, subject the applicable Borrower(s) shall also pay any amounts owing pursuant to Section 4.11. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans or Canadian Prime Rate Loans) 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 $1,000,000 or C$1,000,000 or a whole multiple thereof. Any prepayment of Loans under any Facility pursuant to this Section 4.1 shall be applied on a pro rata basis to the indemnification Loans of each Lender under such Facility. Unless otherwise directed by the applicable Borrower, any such prepayment shall be applied in direct order of maturity of scheduled repayments of such Facility. (i) Notwithstanding anything to the contrary in Section 4.1(a) (which provisions shall not be applicable to this Section 4.1(b)), the Borrowers shall have the right at any time and from time to time to prepay Term Loans under any Facility from Lenders electing to participate in such prepayments at a discount to the par value of such Loans and on a non-pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 4.1(b); provided that (A) no Discounted Voluntary Prepayment shall be made unless (A) immediately after giving effect to such Discounted Voluntary Prepayment, (i) no Default or Event of Default has occurred and is continuing, (ii) the U.S. Borrower is in pro forma compliance with the covenant set forth in Section 8.1, as of the most recently completed period for which the financial statements required by Section 7.1(a) and (b) were required to be delivered and (iii) the Available Liquidity shall be no less than (x) $75,000,000, if the Discounted Voluntary Prepayment is scheduled during the months of March, April and May of any given year, (y) $250,000,000, if the Discounted Voluntary Prepayment is scheduled during the months of August, September, October and November of any given year, and (z) $150,000,000, if the Discounted Voluntary Prepayment is scheduled during any other month of any given year, each on a Pro Forma Basis immediately after giving effect to such Discounted Voluntary Prepayment (assuming maximum participation therein), (B) any Discounted Voluntary Prepayment shall be offered to all Lenders with Term Loans under the applicable Facility on a pro rata basis and (C) the Borrowers shall deliver to the Administrative Agent a certificate of the Chief Financial Officer of the U.S. Borrower stating (1) that no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment), (2) that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three 4.1(b) has been satisfied and (3) Business Days’ prior the aggregate principal amount of Term Loans so prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrowers seeks to make a Discounted Voluntary Prepayment, the Borrowers will provide written notice to the Administrative Agent substantially in the form of Exhibit Q hereto (each, a “Discounted Prepayment Option Notice”) that the Borrowers desire to prepay Term Loans under a specified Facility in each case in an aggregate principal amount specified therein by the Borrowers (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Term Loans as specified below. The Proposed Discounted Prepayment Amount of Term Loans shall not be less than $25,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment: (A) the Proposed Discounted Prepayment Amount for Term Loans, (B) a discount range (which may be a single percentage) selected by the U.S. Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of Term Loans (the “Discount Range”) and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice in accordance with Section 4.1(b)(ii), the Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each Lender under the applicable Facility may specify by written notice substantially in the form of Exhibit R hereto (each, a “Lender Participation Notice”) to the Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a prepayment price of 80% of the par value of the Term Loans to be prepaid) and provided(B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Term Loans held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of Term Loans under the applicable Facility specified by the Lenders in Lender Participation Notices, further that optional prepayments of Advances of Eurodollar Rate the Administrative Agent, in consultation with the Borrowers, shall calculate the applicable discount for Term Loans made (the “Applicable Discount”), which Applicable Discount shall be (A) the percentage specified by the Borrowers if the Borrowers have selected a single percentage pursuant to Section 2.04(a4.1(b)(ii) for the Discounted Voluntary Prepayment or (B) otherwise, the highest Acceptable Discount at which the Borrowers can pay 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); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class all Lenders under this Section, the Borrower shall select the Advances or Advances of the applicable Class Facility who have offered to be repaid participate in the Discounted Voluntary Prepayment and shall notify have Qualifying Loans (as defined below). Any Lender with outstanding Term Loans under the applicable Facility whose Lender Participation Notice is not received by the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance the Acceptance Date shall be applied ratably deemed to the Loans included in the repaid Advance. Repayments have declined to accept a Discounted Voluntary Prepayment of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans at any discount to their par value within the Applicable Discount. (iv) The Borrowers shall make a Discounted Voluntary Prepayment by prepaying those Term Loans (or the respective portions thereof) under the applicable Facility offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrowers shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrowers shall prepay all Qualifying Loans. (v) Each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 4.16), upon irrevocable notice substantially in the form of Exhibit S hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the 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 amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to, but not including, such date on the amount prepaid. (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 4.1(b)(iii) above) established by the Administrative Agent in consultation with the Borrowers. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, upon written notice to the Administrative Agent, (A) the Borrowers may withdraw their offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) any Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice. (viii) To the extent the Term Loans under any Facility are prepaid pursuant to this Section 4.1(b), scheduled amortization amounts for the Term Loans under such Facility pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event 2.3 shall be paid an amount equal to 1.00% of reduced on a pro rata basis by the aggregate principal amount of such Lender’s the Term Loans so prepaid, repaid, assigned or repriced.

Optional Prepayments. (i) Subject The Borrower may, upon notice to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time voluntarily prepay Term Loans and at any time upon at least one Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Day’s Days prior written notice repay or prepay, without penalty or premium all or to any part date of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances prepayment of Eurodollar Rate Loans may and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be voluntarily repaid in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion 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 of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 applied against the scheduled repayments of Term Loans under Section 2.07(a) in direct order of maturity) and shall 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. 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, on or prior to the last day first anniversary of the applicable Interest PeriodClosing Date, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate (a) makes any prepayment of Term B Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to in connection with any repayment of any Advances of any Class under this SectionRepricing Transaction, the Borrower shall select pay to the Advances or Advances Administrative Agent, for the ratable account of each of the applicable Class Term B Lenders, a prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans assigned pursuant to Section 2.1910.13, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount prepayment premium equal to 1.001% of the aggregate principal amount of the applicable Term B Loans of such Lender’s non-consenting Term Loans so prepaid, repaid, assigned or repricedB Lenders outstanding immediately prior to such amendment.

Optional Prepayments. (i) Subject to clause (b) below, the The Borrower may at any time and from time to time and at any time upon at least one (1) Business Day’s prior written notice repay or prepayprepay the Loans, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, without premium (except as set forth in Section 2.11(h)) or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 P.M., New York City time, (i) three Business Days prior thereto, in the case of Eurodollar Loans denominated in Dollars and (ii) four Business Days prior thereto in the case of Eurodollar Loans denominated in Alternative Currencies (other than Dollars), and no later than 2:00 P.M., New York City time, one Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment, the installment or installments of the respective Classes of the Loans to be repaid and whether the prepayment is required of Eurodollar Loans or ABR Loans (it being understood that the Borrower may elect to assign any prepay one Class of its Term Loans without prepaying another); provided that in the case of Swingline Loans notice may be given no later than 2:00 P.M. New York City time on the date of prepayment; and provided, further, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.20. 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 connection such notice shall 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 Repricing Event or which holds a Term Loan date on the All-in Yield of which is reduced as a result amount prepaid. Partial prepayments of a Repricing Event Class of Term Loans shall be paid in an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term $1,000,000 or a whole multiple thereof. Partial prepayments of Revolving Loans so prepaid, repaid, assigned denominated in an Alternative Currency (other than Dollars) shall be in an aggregate principal amount of the Alternative Currency Equivalent of $1,000,000 or repriceda whole multiple thereof. Partial prepayments of Revolving Loans denominated in Dollars shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

Optional Prepayments. (i) Subject Any Borrower may, upon notice from such Borrower to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time and at voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided, in each case, that (x) such notice must be received by the Administrative Agent not later than (A) 1:00 p.m. three Business Days prior to any time upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part date of outstanding Floating prepayment of Eurocurrency Rate Loans comprising 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 (C) 11:00 a.m. on the same Advance date of prepayment of Base Rate Loans; (y) any prepayment of Eurocurrency Rate Loans shall be in an aggregate minimum a principal amount of $10,000,000 and in integral multiples 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Advances ; and (z) any prepayment of Eurodollar Base Rate Loans may shall be voluntarily repaid in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Loans to be prepaid, and the Type(s) of Loans to be prepaid on or prior to the last day of the applicable Interest Periodand, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar if Eurocurrency Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice are to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Sectionprepaid, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimileInterest Period(s) of such selectionLoans. Each repayment The Administrative Agent will promptly notify each applicable Lender of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments its receipt of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary each such notice, and of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so 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, repaidtogether with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, assigned or repricedeach such prepayment shall be applied to the Loans of the applicable Lenders in accordance with their respective Applicable Percentages.

Optional Prepayments. (ia) Subject to clause (b) belowThe Borrower may, the Borrower may from time to time and at any time upon at least one (1) Business Day’s notice to the Administrative Agent, prepay any Group of Base Rate Loans or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.1, in whole at any time, or from time to time in part in amounts aggregating One Million Dollars ($1,000,000) or any larger multiple of One Hundred Thousand Dollars ($100,000), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. The Borrower may, from time to time on any Business Day so long as prior written notice repay is given to the Administrative Agent and Swingline Lender no later than 1:00 p.m. (Dallas, Texas time) on the day on which Borrower intends to make such prepayment, prepay any Swingline Loans in whole or prepayin part in amounts aggregating $100,000 or a higher integral multiple of $100,000 (or, if less, the aggregate outstanding principal amount of all Swingline Loans then outstanding) by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment no later than 2:00 p.m. (Dallas, Texas time) on such day. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks (or the Swingline Lender in the case of Swingline Loans) included in such Group or Borrowing. (b) The Borrower may, upon at least one (1) Business Days’ notice to the Administrative Agent, prepay all or any portion of any Euro-Dollar Loan as of the last day of the Interest Period applicable thereto. Except as provided in Article 8 and except with respect to any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or 8.4 hereof, the Borrower may not prepay all or any portion of the principal amount of any Euro-Dollar Loan prior to the end of the Interest Period applicable thereto unless the Borrower shall also pay any applicable expenses pursuant to Section 2.13. In addition, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the end of the Interest Period applicable thereto without penalty the consent of all applicable Designated Lenders and Banks. Any such prepayment shall be upon at least three (3) Business Days notice to the Administrative Agent. Each such optional prepayment shall be in the amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans of the Banks included in any Group of Euro-Dollar Loans, except that any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or premium 8.4 hereof may be prepaid without ratable payment of the other Loans in such Group of Loans which have not been so converted. (c) The Borrower may, upon at least one (1) Business Day’s notice to the Administrative Agent (by 11:00 a.m Dallas, Texas time or local time to the principal financial center of the Alternate Currency in question, as applicable, on such Business Day), reimburse the Administrative Agent for the benefit of the Fronting Bank for the amount of any drawing under a Letter of Credit in whole or in part in any amount. (d) The Borrower may at any time return, or cause to be returned, any undrawn Letter of Credit to the Fronting Bank in whole, but not in part, and the Fronting Bank within three (3) Business Days shall give the Administrative Agent and each of the Banks notice of such return. (e) The Borrower may at any time and from time to time cancel all or any part of outstanding Floating Rate Loans comprising the same Advance Dollar Commitments or the Alternate Currency Commitments in Dollar Equivalent Amounts aggregating Ten Million Dollars ($10,000,000) or any larger multiple of Dollar Equivalent Amounts equal to One Hundred Thousand Dollars ($100,000), by the delivery to the Administrative Agent of a notice of cancellation, signed by an aggregate minimum Authorized Officer, which notice shall specify the amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of Dollar Commitments and/or Alternate Currency Commitments being cancelled, within the applicable Interest Periodtime periods set forth in Sections 2.11(a) and (b) if there are Loans then outstanding or, subject if there are no Loans outstanding at such time as to which the indemnification provisions contained in Section 4.04Commitments with respect thereto are being canceled, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided upon at least three (3) Business Days’ prior written notice to the Administrative Agent Agent, whereupon, in either event, all or such portion of the Commitments, as applicable, shall terminate as to the applicable Banks, pro rata on the date set forth in such prepayment notice of cancellation, and, if there are any Loans then outstanding, Borrower shall prepay, as applicable, all or such portion of Loans outstanding on such date in accordance with the requirements of Section 2.11(a) and provided(b), further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) Borrower shall be for permitted to designate in its notice of cancellation which Loans, if any, are to be prepaid. In no event shall the entire Borrower be permitted to cancel Commitments, if, after giving effect to such cancellation and any related payments as well as any returns by Borrower or at Borrower’s direction of any Letters of Credit to the Fronting Bank, the amount of the outstanding Eurodollar Rate Loans that are Revolving Loans plus Letter of such AdvanceCredit Usage exceeds the Commitments, as so reduced. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances A reduction of the applicable Class Commitments pursuant to be repaid and this Section 2.11(e) shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included not effect a reduction in the repaid Advance. Repayments of Advances shall be accompanied Swingline Commitment (unless so elected by accrued interest on the amounts repaid. (iiBorrower) In until the event any Term Loans are subject aggregate Commitments have been reduced to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% or less than the Swingline Commitment. (f) Any amounts so prepaid pursuant to Section 2.11(a) or (b) may be reborrowed. In the event Borrower elects to cancel all or any portion of the aggregate principal amount of Commitments and the Swingline Commitment pursuant to Section 2.11(e) hereof, such Lender’s Term Loans so prepaid, repaid, assigned or repricedamounts may not be reborrowed.

Optional Prepayments. (ia) Subject in the case of any Fixed Rate Borrowing to clause (b) belowSection 2.15, the each Borrower may from time to time and at any time may, upon at least one (1) Domestic Business Day’s prior written notice repay or prepayto the Administrative Agent, without penalty or premium all prepay any Base Rate Borrowing (or any part of outstanding Floating Competitive Bid Borrowing bearing interest at the Base Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid pursuant to Section 8.01) made to it or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided upon at least three (3) Euro-Currency Business Days’ prior written notice to the Administrative Agent and the Applicable Agent (if different), prepay any Euro-Currency Borrowing made to it, in each case in whole at any time, or from time to time in part in an aggregate Dollar Amount not less than $20,000,000 or in the case of any Loan denominated in dollars, any larger multiple of $1,000,000, or in the case of any Committed Alternative Currency Loan in an aggregate Dollar Amount not less than $5,000,000 or any larger integral multiple of 500,000 units of the relevant Alternative Currency, by paying (in the relevant currency) the principal Dollar Amount to be prepaid together with accrued 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 Borrowing. (b) A Borrower may not prepay all or any portion of the principal amount of any Competitive Bid Loan made to it prior to the maturity thereof except (i) as provided in subsection (a) above or (ii) with respect to any particular Competitive Bid Loan, as agreed upon between the Lender making such Loan and such Borrower so long as at the time such Borrower makes such prepayment no Default has occurred and is continuing. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share (if any) of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) such notice shall not thereafter be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of revocable by the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaidBorrower. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repriced.

Optional Prepayments. (i) Subject The Borrower may, upon notice to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time voluntarily prepay in whole or in part the Acquisition Subfacility Principal Debt, the Working Capital/Distribution Subfacility Principal Debt and/or the Term Loan Principal Debt without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and at (B) on the date of prepayment of Base Rate Loans; (ii) any time upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part prepayment of outstanding Floating Eurodollar Rate Loans comprising the same Advance shall be in an aggregate minimum a principal amount of $10,000,000 and in integral multiples 500,000 or a whole multiple of $1,000,000 500,000 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. Advances Each such notice shall specify the date and amount of such prepayment, the Facility (or, as the case may be, Subfacility) being prepaid and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the 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 Loans of the 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 any payment or prepayment of the Revolver Principal Debt may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Periodreborrowed by Borrower, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment terms and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaidconditions hereof. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repriced.

Optional Prepayments. (ia) Subject Each Borrower may, upon at least two Business Days’ notice to clause (b) belowAdministrative Agent, the Borrower may prepay any Base Rate Loans made to such Borrower, in whole or from time to time in part, in amounts aggregating for all Base Rate Loans of such Borrower being prepaid at the same time JPY 1,000,000 or more, by paying the principal amount to be prepaid together with accrued 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 of Loans or Borrowing. (b) Each Borrower may, upon at least four Business Days’ notice to Administrative Agent, pay all or any portion of any Yen LIBOR Loan made to such Borrower as of the last day of the Interest Period applicable thereto in amounts aggregating for all Yen LIBOR Loans of such Borrower being prepaid at the same time JPY 75,000,000 or more. Except as provided in Article VIII and except with respect to any Yen LIBOR Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or 8.5 hereof, a Borrower may not prepay all or any portion of the principal amount of any Yen LIBOR Loan made to such Borrower prior to the end of the Interest Period applicable thereto unless such Borrower shall also pay any applicable expenses pursuant to Section 2.11. Each such optional prepayment shall be in the amounts set forth in Section 2.9(a) above and shall be applied to prepay ratably the Loans of the Lenders included in any Yen LIBOR Group of Loans, except that any Yen LIBOR Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or 8.5 hereof may be prepaid without ratable payment of the other Loans in such Group of Loans which have not been so converted. (c) Any Borrower may at any time upon return any undrawn Letter of Credit issued for the account of such Borrower to the Fronting Lender in whole, but not in part, and the Fronting Lender within a reasonable period of time shall give Administrative Agent and each of the Lenders notice of such return. (d) Prologis may at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium any time and from time to time cancel all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount Commitments by the delivery to Administrative Agent of $10,000,000 and in integral multiples a notice of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of cancellation within the applicable Interest Periodtime periods set forth in Sections 2.9(a) and (b) if there are Loans then outstanding or, subject if there are no Loans outstanding at such time as to which the indemnification provisions contained in Section 4.04Commitments with respect thereto are being canceled, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided upon at least three (3) four Business Days’ prior written notice to Administrative Agent, whereupon, in either event, all or such portion of the Administrative Agent Commitments, as applicable, shall terminate as to the applicable Lenders, pro rata on the date set forth in such notice of cancellation, and, if there are any Loans then outstanding, the applicable Borrowers shall prepay all or such prepayment portion of Loans outstanding on such date in accordance with the requirements of Section 2.9(a) and provided(b). In no event shall Prologis be permitted to cancel Commitments for which a Letter of Credit has been issued and is outstanding unless the applicable Borrower for whose account such Letter of Credit was issued returns (or causes to be returned) such Letter of Credit to the Fronting Lender. Prologis shall be permitted to designate in its notice of cancellation which Loans, further that optional prepayments of Advances of Eurodollar Rate Loans made if any, are to be prepaid. (e) Any amounts so prepaid pursuant to Section 2.04(a2.9(a) shall or (b) may be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advancereborrowed. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event Prologis elects to cancel all or any Term Loans are subject to a Repricing Event prior to the one year anniversary portion of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans Commitments pursuant to Section 2.192.9(d) hereof, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall amounts may not be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repricedreborrowed.

Optional Prepayments. (i) Subject The Borrower may, upon notice to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time voluntarily prepay Term Loans of any Class and at Revolving Credit Loans of any time upon at least one Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Day’s Days prior written notice repay or prepay, without penalty or premium all or to any part date of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances prepayment of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or and, (2) two Business Days prior to any date of prepayment of Term SOFR Loans and (3) on the last day date of the applicable Interest Periodprepayment of Base Rate Loans, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay (B) any prepayment of Eurodollar Rate Loans unless it or Term SOFR Loans shall have provided at least three be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (3C) Business Days’ prior written any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice to shall specify the Administrative Agent date and amount of such prepayment and providedthe Class(es) and Type(s) of Loans to be prepaid and, further that optional prepayments of Advances of if Eurodollar Rate Loans made pursuant or Term SOFR Loans are to Section 2.04(abe prepaid, the Interest Period(s) shall be for of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans such Lender’s ratable portion of such Advanceprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). Prior to any repayment of any Advances of any Class under this SectionIf such notice is given by the Borrower, the Borrower shall select make such prepayment and the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of payment amount specified in such selection. Each repayment of an Advance notice shall be applied ratably to due and payable on the Loans included in the repaid Advancedate specified therein. Repayments Any prepayment of Advances a Eurodollar Rate Loan or Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts repaidrequired pursuant to Section 3.05. 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 applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall 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 Refinancing Facilities. (ii) In the event any Term Loans are subject to a Repricing Event prior The Borrower may, upon notice to the one year anniversary of Swing Line Lender (with a copy to the Funding DateAdministrative Agent), a Term Lender whose Term at any time or from time to time, voluntarily prepay Swing Line Loans are prepaid or repaid in whole or in partpart 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 shall 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 would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which is required to assign refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of its any Fifth Amendment Effective Date Term Loans pursuant to Section 2.19, in connection with such any Repricing Event Transaction or which holds a Term Loan the All-(y) effects any amendment of this Agreement resulting in Yield of which is reduced as a result of a Repricing Event Transaction with respect to Fifth Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Fifth Amendment Effective Date, the Borrower shall be paid pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Fifth Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate principal amount of such Lender’s the applicable Fifth Amendment Effective Date Term Loans so prepaidoutstanding immediately prior to such amendment, repaidin each case to the Administrative Agent, assigned or repricedfor the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) Subject The Borrower may, upon notice to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time voluntarily prepay Term Loans and at any time upon at least one Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Day’s Days prior written notice repay or prepay, without penalty or premium all or to any part date of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances prepayment of Eurodollar Rate Loans may and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be voluntarily repaid in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion 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 of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 applied against the scheduled repayments of Term Loans under Section 2.07(a) in direct order of maturity) and shall 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. 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, (i) on or prior to the last day first anniversary of the applicable Interest PeriodClosing Date, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate (a) makes any prepayment of Term B Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to in connection with any repayment of any Advances of any Class under this SectionRepricing Transaction, the Borrower shall select pay to the Advances or Advances Administrative Agent, for the ratable account of each of the applicable Class Term B Lenders, a prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be repaid and assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment or (ii) on or prior to the six month anniversary of the Second Incremental Amendment Closing Date, the Borrower (a) makes any prepayment of Term B-2 Loans in connection with any Repricing Transaction, the Borrower shall notify pay to the Administrative Agent by telephone Agent, for the ratable account of each of the applicable Term B-2 Lenders, a prepayment premium equal to 1% of the amount of the Term B-2 Loans being prepaid or (confirmed by hand delivery or facsimileb) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B-2 Lenders to such amendment whose Term B-2 Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B-2 Loans of such selection. Each repayment of an Advance shall be applied ratably non-consenting Term B-2 Lenders outstanding immediately prior to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaidsuch amendment. (ii) In Intentionally Left Blank. (iii) Notwithstanding anything to the event any Term Loans are 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 would have resulted from a Repricing Event prior to the one year anniversary refinancing of all of the Funding DateFacilities and Incremental Facilities, a Term Lender whose Term Loans are prepaid which refinancing shall not be consummated or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall otherwise be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repriceddelayed.

Optional Prepayments. (ia) Subject to clause (b) belowThe Borrower may, at its option, prepay the Borrower may from time to time and at any time upon at least one Note in whole or in part, as follows: (1) for a Base Rate Loan, on any Business Day’s prior written notice repay or prepay, without penalty or premium all or any part with unpaid accrued interest to the date of outstanding Floating Rate Loans comprising such prepayment on the same Advance amount prepaid, provided that each partial prepayment shall be in an aggregate minimum a principal amount of not less than $10,000,000 and in 100,000 or integral multiples of $1,000,000 5,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid . (2) for a LIBOR Loan, on or prior to the last day of the applicable Interest Period, subject in whole or in part (but if in part, in the principal amount of $100,000 or integral multiples of $5,000 in excess thereof) at a prepayment price equal to the indemnification provisions contained in Section 4.04principal amount so prepaid, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice together with unpaid accrued interest to the Administrative Agent date of such prepayment and provided, further that optional prepayments prepayment. If Borrower voluntarily elects to repay all or any portion of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount principal of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment Loan before the expiration of any Advances of any Class under this SectionLIBOR Interest Period, the Borrower shall select simultaneously pay to the Advances Bank such amount as shall be sufficient to compensate the Lender for any loss, cost or Advances expense that the Bank reasonably determines to be directly attributable to the prepayment, including costs, losses and expenses incurred by reason of the applicable Class liquidation or reemployment of deposits or other funds acquired by the Bank to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery make or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included maintain its investment in the repaid AdvanceLoan at a LIBOR based fixed interest rate. Repayments of Advances The Bank shall be accompanied by accrued interest on provide the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary Borrower with evidence of the Funding Datecalculation of any such loss, a Term Lender whose Term Loans are prepaid cost or repaid in whole or in part, or which is required to assign expense. The Borrower shall provide the Bank with notice of any of its Term Loans optional prepayment pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan this paragraph and the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of the Note to be redeemed, sent at least one (1) day before such Lender’s Term Loans so prepaidprepayment date. On each such prepayment date, repaidpayment of the prepaid principal having been made to Bank as provided herein, assigned the Note or repricedthe portion thereof prepaid shall become due and payable on the prepayment date and interest shall cease to accrue thereon from and after the prepayment date.

Optional Prepayments. (i) Subject The Borrower may, upon notice to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time voluntarily prepay Term Loans of any Class and at Revolving Credit Loans of any time upon at least one Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Day’s Days prior written notice repay or prepay, without penalty or premium all or to any part date of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances prepayment of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or and, (2) two Business Days prior to any date of prepayment of Term SOFR Loans and (3) on the last day date of the applicable Interest Periodprepayment of Base Rate Loans, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay (B) any prepayment of Eurodollar Rate Loans unless it or Term SOFR Loans shall have provided at least three be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (3C) Business Days’ prior written any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice to shall specify the Administrative Agent date and amount of such prepayment and providedthe Class(es) and Type(s) of Loans to be prepaid and, further that optional prepayments of Advances of if Eurodollar Rate Loans made pursuant or Term SOFR Loans are to Section 2.04(abe prepaid, the Interest Period(s) shall be for of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans such Lender’s ratable portion of such Advanceprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). Prior to any repayment of any Advances of any Class under this SectionIf such notice is given by the Borrower, the Borrower shall select make such prepayment and the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of payment amount specified in such selection. Each repayment of an Advance notice shall be applied ratably to due and payable on the Loans included in the repaid Advancedate specified therein. Repayments Any prepayment of Advances a Eurodollar Rate Loan or Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts repaid. (ii) In the event required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans are 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 applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to a Repricing Event prior Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Incremental Facilities. The Borrower may, upon notice to the one year anniversary of Swing Line Lender (with a copy to the Funding DateAdministrative Agent), a Term Lender whose Term at any time or from time to time, voluntarily prepay Swing Line Loans are prepaid or repaid in whole or in partpart 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 which 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 required 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. Notwithstanding anything to assign any of its Term Loans pursuant the contrary contained in this Agreement, the Borrower may, subject to Section 2.193.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Incremental Facilities or 100% of any Class of Facilities, which refinancing shall not be consummated or shall otherwise be delayed. In the event that the Borrower (x) makes any prepayment of any Term B-4 Loans in connection with such any Repricing Event Transaction or which holds a Term Loan the All-(y) effects any amendment of this Agreement resulting in Yield of which is reduced as a result of a Repricing Event 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 paid pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Term B-4 Loans being prepaid or (B) in the case of clause (y), the aggregate principal amount of the applicable Term B-4 Loans outstanding immediately prior to such Lender’s amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Loans so prepaid, repaid, assigned or repricedLenders.

Optional Prepayments. (i) Subject to clause (b) belowSection 4.04, the Borrower may may, at any time or from time to time and at any time time, upon irrevocable notice to the Agent in the form of a Notice of Loan Prepayment by 11:00 a.m. (New York time) (x) at least one two (12) Business Day’s Days prior written notice repay to any date of prepayment of Term SOFR Loans and (y) on the date of prepayment of Base Rate Loans, voluntarily prepay any Class of Loans ratably among the Lenders holding such Class of Loans in whole or prepayin part without penalty, without penalty or premium all in minimum amounts of $500,000, or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount multiple of $10,000,000 and in integral multiples of $1,000,000 100,000 in excess thereof. Advances , in the case of Eurodollar Base Rate Loans, and $500,000, or any multiple of $500,000 in excess thereof, in the case of Term SOFR Loans; provided that if due to a Defaulting Lender’s failure to fund any requested Borrowing, Loans may are made not in accordance with the Lenders’ respective Pro Rata Shares (each such Loan, a “Non-Ratable Loan”) then such prepayment shall be voluntarily repaid or prepaid on or prior applied first to Non-Ratable Loans, then in the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided order that the Borrower may not so prepay Eurodollar Rate specify. Each such prepayment of the Term Loans unless it shall have provided at least three (3) Business Days’ prior written notice be applied to the Administrative Agent remaining principal repayment installments of the Term Loans in the order that the Borrower may specify or, absent instruction from the Borrower, in direct order of maturity. Such notice of prepayment shall specify the date and amount of such prepayment and providedthe Type(s) of Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans and of such Advance▇▇▇▇▇▇’s Pro Rata Share of such prepayment. Prior to any repayment of any Advances of any Class under this SectionIf such notice is given by the Borrower, the Borrower shall select make such prepayment and the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of payment amount specified in such selection. Each repayment of an Advance notice shall be applied ratably to due and payable on the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by date specified therein, together with accrued interest to each such date on the amount prepaid and any amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repriced4.04.

Optional Prepayments. (a) The Borrower or any Additional Borrower may (i) Subject upon at least one Domestic Business Day’s notice to clause the Administrative Agent, prepay any Base Rate Borrowing (bor any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.1) belowand (ii) upon at least three Euro-Currency Business Days’ notice to the Administrative Agent, the Borrower may subject to Section 2.13, prepay any Euro-Currency Borrowing, in whole at any time, or from time to time in part, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and at any time upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or amounts payable under Section 2.13 in connection therewith; provided that any part of outstanding Floating Rate Loans comprising such partial prepayment shall be in the same Advance in an aggregate minimum amount of $10,000,000 and 5,000,000 (or the Foreign Currency Equivalent thereof, in integral multiples the case of Foreign Currency Loans) or any multiple of $1,000,000 (or the Foreign Currency Equivalent thereof, in the case of Foreign Currency Loans) in excess thereof. Advances Each such optional prepayment shall be applied to prepay ratably the Loans of Eurodollar Rate Loans the several Banks included in such Borrowing. (b) Except as provided in clause (i) of Section 2.11(a), the Borrower and any Additional Borrowers may be voluntarily repaid not prepay all or prepaid on or any portion of the principal amount of any Money Market Loan prior to the last day maturity thereof. (c) Upon receipt of the applicable Interest Perioda notice of prepayment pursuant to this Section, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank’s ratable share (if any) of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) such notice shall not thereafter be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, revocable by the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify Additional Borrower, as the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaidcase may be. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repriced.

Optional Prepayments. Except as provided in Section 4.4(c), the applicable Borrower shall have the right at any time and from time to time, without premium or penalty, to prepay any of 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) Subject to clause on the same Business Day as each Base Rate Loan, (bii) below, the Borrower may from time to time and at any time upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part of outstanding Floating Day before each Canadian Base Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 Loan and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided (iii) at least three (3) Business Days’ prior written notice Days before each LIBOR Rate Loan or CDOR Rate Loan, as applicable, specifying the date and amount of repayment, whether the repayment is of LIBOR Rate Loans, CDOR Rate Loans, Base Rate Loans or Canadian Base Rate Loans or a combination thereof, and if a combination thereof, the amount allocable to each 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 optional prepayment of the Term Loans hereunder shall be in an aggregate principal amount of at least $5,000,000 (or C$5,000,000) or any whole multiple of $1,000,000 (C$1,000,000) in excess thereof and shall be applied, on a pro rata basis, to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount outstanding principal installments of the outstanding Eurodollar Rate Term Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of being so repaid as directed by the applicable Class to be repaid and shall notify the Administrative Agent by telephone Borrowers (confirmed by hand delivery or facsimile) or, if not so directed, in direct order of such selectionmaturity). Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is amount required to assign any of its Term Loans be paid pursuant to Section 2.195.9 hereof. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the applicable Term Loan Lenders of each Notice of Prepayment. Notwithstanding the foregoing, any Notice of Prepayment delivered in connection with such Repricing Event or which holds a Term Loan the All-in Yield any refinancing of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% all of the aggregate principal amount Credit Facility with the proceeds of such Lender’s Term Loans refinancing or of any other incurrence of Indebtedness may be, if expressly so prepaidstated to be, repaid, assigned contingent upon the consummation of such refinancing or repricedincurrence and may be revoked by the applicable Borrower in the event such refinancing is not consummated; provided that the delay or failure of such contingency shall not relieve any Borrower from its obligations in respect thereof under Section 5.9.

Optional Prepayments. (ia) Subject to clause (b) belowSection 4.4, the Borrower may may, upon notice to the Agent, at any time or from time to time and at voluntarily prepay Loans (other than Swing Line Loans) in whole or in part without premium or penalty; provided that such notice must be received by the Agent not later than 1:00 p.m. (New York City time) (A) three Business Days prior to any time upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part date of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances prepayment of Eurodollar Rate Loans may and (B) on the date of prepayment of Base Rate Loans. Such notice of prepayment shall be voluntarily repaid or prepaid on or prior to irrevocable and specify the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent date and amount of such prepayment and providedthe Type(s) of Loans to be prepaid and whether the Loans to be prepaid are Acquisition Loans or Revolving Loans. The Agent will promptly notify each Bank of its receipt of any such notice, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans and of such AdvanceBank’s Pro Rata Share of such prepayment. Prior to any repayment of any Advances of any Class under this SectionIf such notice is given by the Borrower, the Borrower shall select make such prepayment and the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of payment amount specified in such selection. Each repayment of an Advance 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 4.4; provided, that no amount of any optional prepayment under this Section 2.6(a) may be applied ratably to the Revolving Loans included unless and until all Specified Acquisition Loans have been paid in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaidfull. (iib) In the event any Term Loans are subject to a Repricing Event prior The Borrower may, upon notice to the one year anniversary of Swing Line Bank (with a copy to the Funding DateAgent), a Term Lender whose Term at any time or from time to time, voluntarily prepay Swing Line Loans are prepaid or repaid in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Swing Line Bank and the Agent not later than 1:00 p.m. (New York City time) on the date of the prepayment, or which is required to assign and (ii) any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event prepayment shall be paid an amount equal to 1.00% of the aggregate in a minimum principal amount of $100,000. Each such Lender’s Term Loans so prepaidnotice shall be irrevocable and shall specify the date and amount of such prepayment. If such notice is given by the Borrower, repaid, assigned or repricedthe 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. (i) Subject The Borrower may, upon notice to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time voluntarily prepay in whole or in part Loans outstanding under the Revolver Facility and/or the Term Loan Principal Debt without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and at (B) the date of prepayment of Base Rate Loans; (ii) any time upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part prepayment of outstanding Floating Eurodollar Rate Loans comprising the same Advance shall be in an aggregate minimum a principal amount of $10,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in integral multiples a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Advances Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the 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 Loans of the Lenders in accordance with their respective Pro Rata Shares as directed by the Borrower or if no such direction is given, first, to repayment of the Term Loan Principal Debt, until paid in full, and then to repayment of the Revolver Principal Debt. Unless a Default or Event of Default has occurred and is continuing or would arise as a result thereof, any payment or prepayment of the Revolver Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Periodreborrowed by Borrower, subject to the indemnification provisions contained terms and conditions hereof; but in Section 4.04, provided that the Borrower no event following a payment or prepayment of Term Loans may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire any amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned paid or repricedprepaid be reborrowed.

Optional Prepayments. (i) Subject to clause (b) below, The Borrower shall have the Borrower may right at any time and from time to time and at to prepay any time upon at least one (1) Business Day’s prior written notice repay Borrowing of any Class in whole or prepayin part, without penalty premium or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Periodpenalty, subject to the indemnification provisions contained prior notice in accordance with paragraph (a)(ii) of this Section; provided, however, that (x) any prepayment of Tranche B Term Loans pursuant to this Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it 2.10 shall have provided be accompanied by at least a pro rata payment of the Tranche A Term Loans (based on the respective amounts of Tranche A Term Loans and Tranche B Term Loans then outstanding) and (y) no prepayment of any Extended Term Loans of any series shall be permitted pursuant to this Section 2.10(a) so long as any Term Loans of any Existing Term Loan Class from which such Extended Term Loans were converted remain outstanding unless such prepayment is accompanied by a pro rata (or greater proportionate) prepayment of Term Loans of such Existing Term Loan Class. (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy or transmission by electronic communication in accordance with Section 9.01(b)) of any prepayment hereunder (x) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days’ prior written Days before the date of prepayment, (y) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of prepayment or (z) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for irrevocable and shall specify the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Sectionprepayment date, the Borrower shall select the Advances Class or Advances Classes of the applicable Class Loans to be repaid and shall notify the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent by telephone (confirmed by hand delivery or facsimile) shall advise the Lenders of such selectionthe contents thereof. Each repayment partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an Advance advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of Term Loans pursuant to this Section 2.10(a) shall be applied to repayments thereof required pursuant to Section 2.09(b) in the order selected by the Borrower. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the repaid Advancenotice of prepayment. Repayments of Advances Prepayments pursuant to this Section 2.10(a) shall be accompanied by accrued interest on to the amounts repaid. (ii) In the event any Term Loans are extent required by Section 2.12 and shall be subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repriced2.15.

Optional Prepayments. The Borrower may elect to prepay any of the Advances, after giving notice thereof to the Administrative Agent and the Lenders by 10:00 a.m. (Houston, Texas) for Adjusted Base Rate Advances, by 12:00 p.m. (Houston, Texas) for all other Advances denominated in Dollars and by 12:00 p.m. in the Applicable Time for Revolving Advances denominated in Foreign Currencies and Canadian Swingline Advances (i) Subject on the day of prepayment of any Swingline Advance, (ii) at least three Business Days’ prior to clause the day of prepayment of any Eurocurrency Rate Advances and (biii) belowon the day of prepayment of any Adjusted Base Rate Advance. Such notice shall be 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 may from time to time and at any time upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any shall prepay Advances comprising part of outstanding Floating Rate Loans comprising the same Advance Borrowing in whole or ratably in part in an aggregate minimum principal amount equal to the amount specified in such notice, and shall also pay accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 2.8 as a result of such prepayment being made on such date; provided, however, that (i) each partial prepayment of Eurocurrency Rate Advances shall be in an aggregate principal amount of not less than $10,000,000 3,000,000 and in integral multiples of $1,000,000 in excess thereof. , (ii) each partial prepayment of Adjusted Base Rate Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire in an aggregate principal amount of the outstanding Eurodollar Rate Loans that are Revolving Loans not less than $500,000 and in integral multiples of such Advance. Prior to $100,000 in excess thereof, (iii) each partial prepayment of Swingline Advances shall be in an aggregate principal amount of not less than $500,000, and (iv) any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment prepayment of an Advance shall be applied ratably to the Loans included made in the repaid AdvanceDesignated Currency in which such Advance was funded. Repayments of Advances Each prepayment pursuant to this Section 2.7(b) shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior amount prepaid to the one year anniversary date of the Funding Datesuch prepayment and amounts, a Term Lender whose Term Loans are prepaid or repaid in whole or in partif any, or which is required to assign any of its Term Loans be paid pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced 2.8 as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repricedprepayment being made on such date.

Optional Prepayments. (i) Subject The Borrower may, upon notice to clause the Administrative Agent (b) belowincluding in any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), the Borrower may at any time or from time to time voluntarily prepay Term Loans and at any time upon at least one Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1) Business Day’s prior written such notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate Loans comprising must be received by the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may Administrative Agent not so prepay Eurodollar Rate Loans unless it shall have provided at least later than 11:00 a.m. (A) three (3) Business Days’ prior written to any date of prepayment of Eurodollar Rate Loans, and (B) on the date of prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (3) any prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice to shall specify the Administrative Agent date and amount of such prepayment and providedthe 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 other event. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, further that optional prepayments and of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans such Lender’s Pro Rata Share of such Advanceprepayment. Prior to any repayment of any Advances of any Class under this SectionIf such notice is given by the Borrower, unless such notice is conditional, the Borrower shall select make such prepayment and the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of payment amount specified in such selection. Each repayment of an Advance notice shall be applied ratably to due and payable on the Loans included in the repaid Advancedate specified therein. Repayments Any prepayment of Advances a Eurodollar Rate Loan shall be accompanied by all accrued interest on thereon, together with any additional amounts required pursuant to ‎Section 3.05. Each prepayment of Term Loans pursuant to this ‎Section 2.05(a) shall be applied to the amounts repaidinstallments 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 applied against the scheduled repayments of Term Loans of the relevant class under Sections ‎2.07(a) and ‎(b) in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) In the event any Term Loans are subject to a Repricing Event prior Notwithstanding anything to the one year anniversary contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under ‎Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Funding DateFacilities, a Term Lender whose Term Loans are prepaid which refinancing shall not be consummated or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall otherwise be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repriceddelayed.

Optional Prepayments. (ia) Subject Company may, upon not less than thirty and not more than forty-five days’ notice to clause (b) belowAdministrative Agent in the form of a Prepayment Notice, the Borrower may from time to time and at prepay on any time upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium Quarterly Payment Date all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid Notes, without premium or prepaid on or prior to the last day penalty, at 100% of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04principal amount so prepaid, provided that any partial payment on the Borrower may Notes must not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to be less than $2,500,000 in the Administrative Agent aggregate for all Notes then outstanding. Each prepayment of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class principal under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances section shall be accompanied by all interest then accrued and unpaid on the principal so prepaid. In the case of each partial prepayment of the Notes, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment. (b) In the case of each prepayment of Notes pursuant to this Section 2.9, the principal amount of each Note to be prepaid shall mature and become due and payable on the Quarterly Payment Date fixed for such prepayment, together with interest on such principal amount accrued to such date. From and after such date, unless Company shall fail to pay such principal amount when so due and payable, together with the interest, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note. (c) Any principal prepaid pursuant to this Section 2.9 shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the Note Documents at the time of such prepayment. Any such prepayments hereof shall be applied first, to accrued but unpaid interest on the amounts repaidNotes, and second, to outstanding principal on the Notes until paid in full. No prepayment on the Notes shall, until the Notes have been paid in full, have the effect of reducing the mandatory prepayments required under Section 2.8. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repriced.

Optional Prepayments. (i) Subject The Borrower may, upon notice to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time voluntarily prepay Term Loans and at any time upon at least one Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1) Business Day’s prior written such notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate Loans comprising must be received by the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may Administrative Agent not so prepay Eurodollar Rate Loans unless it shall have provided at least later than 11:00 a.m. (A) three (3) Business Days’ prior written to any date of prepayment of Eurodollar Rate Loans, and (B) on the date of prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (3) any prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice to shall specify the Administrative Agent date and amount of such prepayment and providedthe 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 other event. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, further that optional prepayments and of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans such Lender’s Pro Rata Share of such Advanceprepayment. Prior to any repayment of any Advances of any Class under this SectionIf such notice is given by the Borrower, unless such notice is conditional, the Borrower shall select make such prepayment and the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of payment amount specified in such selection. Each repayment of an Advance notice shall be applied ratably to due and payable on the Loans included in the repaid Advancedate specified therein. Repayments Any prepayment of Advances a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of 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 applied against the scheduled repayments of Term Loans of the relevant class under Section 2.07(a) and (b) in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. 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, on or prior to the amounts repaiddate is six (6) months after the Closing Date, the Borrowers (i) make any prepayment of Term B Loans in connection with any Repricing Event or (ii) effects any amendment of this Agreement resulting in a Repricing Event, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B Loans outstanding immediately prior to such amendment. (ii) In the event any Term Loans are subject to a Repricing Event prior Notwithstanding anything to the one year anniversary contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Funding DateFacilities, a Term Lender whose Term Loans are prepaid which refinancing shall not be consummated or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall otherwise be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repriceddelayed.

Optional Prepayments. (i) Subject to clause (b) below, Each Borrower shall have the Borrower may right at any time and from time to time and at to prepay any time upon at least one (1) Business Day’s prior Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice repay (or prepay, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance telephonic notice promptly confirmed in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior writing) to the last day Administrative Agent no later than (i) in the case of the applicable Interest Periodprepayment of any Eurodollar Borrowing, subject to the indemnification provisions contained in Section 4.0412:00 noon (Atlanta, provided that the Borrower may Georgia time) not so prepay Eurodollar Rate Loans unless it shall have provided at least less than three (3) Business Days’ Days prior written notice to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the Administrative Agent date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 12:00 noon (Atlanta, Georgia time) on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(e); provided, further that optional prepayments if a Eurodollar Borrowing is prepaid on a date other than the last day of Advances of Eurodollar Rate Loans made an Interest Period applicable thereto, the Borrowers jointly and severally shall also pay all amounts required pursuant to Section 2.04(a) 2.18. Each partial prepayment of any Revolving Loan shall be for the entire in a minimum amount of the outstanding Eurodollar Rate Loans that are Revolving Loans $1,000,000 and integral multiples of such Advance. Prior to any repayment $100,000; each partial prepayment of any Advances of any Class under this Section, the Borrower Swingline Loan shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selectionhave no minimum. Each repayment prepayment of an Advance a Borrowing shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaidcomprising such Borrowing. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repriced.

Optional Prepayments. The Borrower may elect to prepay any of the Advances, after giving notice thereof to the Administrative Agent and the Lenders by 10:00 a.m. (Houston, Texas) for Adjusted Base Rate Advances, by 12:00 p.m. (Houston, Texas) for all other 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) Subject on the day of prepayment of any Swingline Advance, (ii) at least three Business Days’ prior to clause the day of prepayment of any Eurocurrency Rate Advances and (biii) belowon the day of prepayment of any Adjusted Base Rate Advance. Such notice shall be 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 may from time to time and at any time upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any shall prepay Advances comprising part of outstanding Floating Rate Loans comprising the same Advance Borrowing in whole or ratably in part in an aggregate minimum principal amount equal to the amount specified in such notice, and shall also pay accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 2.8 as a result of such prepayment being made on such date; provided, however, that (i) each partial prepayment of Eurocurrency Rate Advances shall be in an aggregate principal amount of not less than $10,000,000 3,000,000 and in integral multiples of $1,000,000 in excess thereof. , (ii) each partial prepayment of Adjusted Base Rate Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire in an aggregate principal amount of the outstanding Eurodollar Rate Loans that are Revolving Loans not less than $500,000 and in integral multiples of such Advance. Prior to $100,000 in excess thereof, (iii) each partial prepayment of Swingline Advances shall be in an aggregate principal amount of not less than $500,000, and (iv) any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment prepayment of an Advance shall be applied ratably to the Loans included made in the repaid AdvanceDesignated Currency in which such Advance was funded. Repayments of Advances Each prepayment pursuant to this Section 2.7(b) shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior amount prepaid to the one year anniversary date of the Funding Datesuch prepayment and amounts, a Term Lender whose Term Loans are prepaid or repaid in whole or in partif any, or which is required to assign any of its Term Loans be paid pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced 2.8 as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repricedprepayment being made on such date.

Optional Prepayments. (ia) Subject to clause (b) below, the Borrower The Borrowers may at any time and from time to time and at any time upon at least one (1) Business Day’s prior written notice repay or prepayprepay the Term Loans, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 1:00 P.M., New York City time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 1:00 P.M., New York City time, one Business Day prior thereto, in the case of ABR Loans, which notice shall specify (i) the date and amount of prepayment and (ii) whether the prepayment is required to assign of Eurodollar Loans or ABR Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of its Term Loans the Interest Period applicable thereto, the Borrowers shall also pay any amounts owing pursuant to Section 2.192.21. 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 notice may be conditioned on receiving the proceeds of any Amendment or Refinancing of Indebtedness, any Equity Issuance, the consummation of a Change of Control or the Disposition of Property), together with accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans shall be in an aggregate principal amount of (i) $1,000,000 or a whole multiple of $100,000 in excess thereof (in the case of prepayments of ABR Loans) or (ii) $1,000,000 or a whole multiple of $500,000 in excess thereof (in the case of prepayments of Eurodollar Loans), and in each case shall be subject to the provisions of Section 2.18. (b) In the event that, on or prior to the first anniversary of the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with such any Repricing Event Transaction, or which holds a Term Loan (y) effect any amendment of this Agreement having the All-in Yield of which is reduced as a result effect of a Repricing Event Transaction, the Borrowers shall be paid an amount equal pay to 1.00the Administrative Agent, for the ratable account of each of the Lenders, (I) in the case of clause (x), a prepayment premium of 1% of the aggregate principal amount of such Lender’s the Term Loans so prepaidbeing prepaid and (II) in the case of clause (y), repaid, assigned or repriceda payment equal to 1% of the aggregate principal amount of the applicable Term Loans outstanding immediately prior to such amendment.

Optional Prepayments. (i) Subject to clause (b) below, The Borrower shall have the Borrower may right at any time and from time to time and at to prepay any time upon at least one Borrowing (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate except for Eurodollar Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that which the Borrower may only prepay on the expiration of the current Interest Period), in whole or in part, without premium or penalty by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. (Atlanta, Georgia time) not so prepay Eurodollar Rate Loans unless it shall have provided at least less than three (3) Business Days’ Days prior written notice to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the Administrative Agent date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. (Atlanta, Georgia time) on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.13(e); provided, further that optional prepayments if a Eurodollar Borrowing is prepaid on a date other than the last day of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Sectionan Interest Period applicable thereto, the Borrower shall select also pay all amounts required pursuant to Section 2.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the Advances or Advances case of an advance of a Revolving Borrowing of the applicable Class same Type pursuant to be repaid and shall notify Section 2.2 or in the Administrative Agent by telephone (confirmed by hand delivery or facsimile) case of such selectiona Swingline Loan pursuant to Section 2.4. Each repayment prepayment of an Advance a Borrowing shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaidcomprising such Borrowing. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repriced.

Optional Prepayments. (ia) Subject to clause (b) belowThe Borrower may, the Borrower may from time to time and at any time upon at least one (1) Business Day’s prior written notice repay to the Administrative Agent and the Multicurrency Agent, prepay any Base Rate Borrowing or prepayIndex Euro-Dollar Borrowing in whole at any time, without penalty or premium all from time to time in part in amounts aggregating at least $1,000,000 or any part larger integral multiple of $100,000 (or any lesser amount equal to the outstanding Floating balance of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Subject to Section 2.12(f), each such optional prepayment in Dollars shall be applied to first to any Swing Advances outstanding and then to prepay ratably (based upon the Applicable Outstanding Dollar Percentage of the several Lenders included in such Base Rate Loans comprising Borrowing or Index Euro-Dollar Borrowing) the same Advance Base Rate Advances and Index Euro-Dollar Advances, as the case may be, (x) first, to Base Rate Advances and (y) second, to Index Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Eurocurrency Borrowing, the Borrower may, with respect to Eurocurrency Advances denominated in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest PeriodAgreed Foreign Currency, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ Day’s prior written notice notice, prepay in minimum Dollar Equivalent amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the Administrative outstanding balance of such Advances) all or any portion of the principal amount of any Eurocurrency Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Subject to Section 2.12(f), each prepayment in an Agreed Foreign Currency (including as a result of the Borrower’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency) shall be applied ratably among the Multicurrency Lenders in accordance with their Applicable Multicurrency Percentages. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Applicable Agent shall promptly notify each Lender of the Class of Advances being prepaid the contents of such notice and of such Lender’s ratable share of such prepayment and providedsuch notice, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify once received by the Administrative Agent and the Multicurrency Agent, shall not thereafter be revocable by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaidBorrower. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repriced.

Optional Prepayments. (i) Subject to clause (b) belowSection 3.04, the Borrower may Company may, at any time or from time to time and at prepay Loans it designates in whole or in part. All Loans within a given Tranche must be ratably prepaid. The Company shall deliver by Requisite Notice a notice of any time upon prepayment hereunder which must be received by the Administrative Agent not later than 9:00 a.m. (San Francisco time) at least (a) three Business Days prior to the date of prepayment in the case of prepayment of any Eurodollar Rate Loans; and (b) one Business Day prior to the date of prepayment in the case of prepayment of any Base Rate Loans, specifying: (1i) Business Day’s prior written notice repay or prepaythe amount of the prepayment, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance which shall be in an aggregate minimum principal amount of $10,000,000 and in 5,000,000 or any integral multiples multiple of $1,000,000 in excess thereof; (ii) the date of prepayment, (iii) whether such prepayment is of Base Rate Loans or Eurodollar Rate Loans, or any combination thereof and (iv) the Tranche under which such prepayment is being made. Advances Such notice shall not thereafter be revocable by the Company and the Administrative Agent will promptly notify each Lender under the affected Tranche and of such Lender's ratable share of such prepayment. If such notice is given, the Company shall make such prepayment on the date specified in such notice, together with, in the case of a prepayment of Eurodollar Rate Loans may be voluntarily repaid or Loans, accrued interest to each such date on the amount prepaid on or prior to and the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made amounts required pursuant to Section 2.04(a) shall be for the entire amount 3.04. Any prepayments of the outstanding Eurodollar Rate Term Loans that are Revolving Loans of such Advance. Prior to under any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance Tranche shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any all Term Loans are subject to a Repricing Event prior outstanding under that Tranche and to the one year anniversary remaining unpaid installments of the Funding Date, a Term Lender whose all Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with under such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repricedTranche.

Optional Prepayments. (i) Subject The Borrower may, upon notice to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time voluntarily prepay Term Loans of any Class and at Revolving Credit Loans of any time upon at least one Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Day’s Days prior written notice repay or prepay, without penalty or premium all or to any part date of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances prepayment of Eurodollar Rate Loans may be voluntarily repaid or prepaid and (2) on or prior to the last day date of the applicable Interest Periodprepayment of Base Rate Loans, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay (B) any prepayment of Eurodollar Rate Loans unless it shall have provided at least three be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (3C) Business Days’ prior written any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice to shall specify the Administrative Agent date and amount of such prepayment and providedthe Class(es) and Type(s) of Loans to be prepaid and, further that optional prepayments of Advances of if Eurodollar Rate Loans made pursuant are to Section 2.04(abe prepaid, the Interest Period(s) shall be for of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans such Lender’s ratable portion of such Advanceprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). Prior to any repayment of any Advances of any Class under this SectionIf such notice is given by the Borrower, the Borrower shall select make such prepayment and the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of payment amount specified in such selection. Each repayment of an Advance notice shall be applied ratably to due and payable on the Loans included in the repaid Advancedate specified therein. Repayments Any prepayment of Advances a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts repaidrequired pursuant to Section 3.05. 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 applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall 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) In the event any Term Loans are subject to a Repricing Event prior The Borrower may, upon notice to the one year anniversary of Swing Line Lender (with a copy to the Funding DateAdministrative Agent), a Term Lender whose Term at any time or from time to time, voluntarily prepay Swing Line Loans are prepaid or repaid in whole or in partpart 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 which 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 required given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to assign any of its Term Loans pursuant the contrary contained in this Agreement, the Borrower may, subject to Section 2.193.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Incremental Facilities or 100% of any Class of Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Term B-4 Loans in connection with such any Repricing Event Transaction or which holds a Term Loan the All-(y) effects any amendment of this Agreement resulting in Yield of which is reduced as a result of a Repricing Event 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 paid pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Term B-4 Loans being prepaid or (B) in the case of clause (y), the aggregate principal amount of the applicable Term B-4 Loans outstanding immediately prior to such Lender’s amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Loans so prepaid, repaid, assigned or repricedLenders.

Optional Prepayments. (i) Subject Each Borrower may, upon notice to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time and at any time upon at least one voluntarily prepay Loans made to it in whole or in part without premium or penalty; provided that (1) such notice must be received by the Administrative Agent not later than (x) in the case of the German Borrower, 10:00 a.m., New York City time, (A) three Business Day’s Days prior written notice repay or prepay, without penalty or premium all or to any part date of outstanding Floating prepayment of Eurocurrency Rate Loans comprising and (B) on the same Advance date of prepayment of Base Rate Loans and (y) in an aggregate minimum the case of the Maltese Borrower, 12:00 noon, London time, three Business Days prior to any date of prepayment; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $10,000,000 and in integral multiples 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three ; (3) Business Days’ prior written any prepayment of Base Rate Loans or Overnight LIBO Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in the case of each of clauses (2) and (3), the entire principal amount thereof then outstanding. Each such notice to shall specify the Administrative Agent date and amount of such prepayment and providedthe Class(es) and Type(s) of Loans to be prepaid and, further that optional prepayments of Advances of Eurodollar if Eurocurrency Rate Loans made pursuant are to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Sectionprepaid, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimileInterest Period(s) of such selectionLoans. Each repayment The Administrative Agent will promptly notify each Appropriate Lender of an Advance shall be applied ratably to its receipt of each such notice, and of the Loans included in the repaid Advanceamount of such Lender’s Pro Rata Share of such prepayment. Repayments Any prepayment of Advances a Eurocurrency Rate Loan shall be accompanied by all accrued interest on thereon and any additional amounts required pursuant to Section 3.05. Each prepayment of the amounts repaidLoans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. At the applicable Borrower’s election in connection with any prepayment pursuant to this Section 2.05(a), such prepayment shall not be applied to any Loan of a Defaulting Lender but instead applied in accordance with Section 2.16(c). This Section 2.05(a)(i) shall not apply to Protective Advances or Swing Line Loans. (ii) In the event any Term Loans are subject to a Repricing Event prior The Borrowers may, upon notice to the one year anniversary of the Funding DateAdministrative Agent, a Term Lender whose Term Loans are prepaid at any time or repaid from time to time, voluntarily prepay Protective Advances in whole or in partpart without premium or penalty; provided that (1) such notice must be received by the Administrative Agent not later than 10:00 a.m., or which is required to assign any of its Term Loans pursuant to Section 2.19New York City time (or, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result case of a Repricing Event Protective Advance made to the Maltese Borrower, 12:00 noon, London time) on the date of the prepayment and (2) any such prepayment of Protective Advances shall be paid an amount equal to 1.00% of the aggregate 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 Lender’s Term notice shall specify the date and amount of such prepayment. (iii) The German Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans so prepaidin whole or in part without premium or penalty; provided that (1) such notice must be received by such Swing Line Lender and the Administrative Agent not later than 10:00 a.m., repaidNew York City time, assigned on the date of the prepayment and (2) any such prepayment of Swing Line Loans shall be in a minimum principal amount of $100,000 or repriceda 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.

Optional Prepayments. (i) Subject The Borrower may, upon delivery of a Prepayment Notice to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time and voluntarily prepay Loans, in whole or in part subject to payment of the Exit Fee at any the time upon at least one of such prepayment; provided that (1) such notice must be received by the Administrative Agent not later than 12:00 noon (New York, New York time) two (2) Business Day’s Days prior written notice repay or prepay, without penalty or premium all or to any part date of outstanding Floating Rate prepayment of Loans; and (2) any prepayment of Loans comprising the same Advance shall be in an aggregate minimum a principal amount of $10,000,000 and in integral multiples 5,000,000 or a whole multiple of $1,000,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding, in each case, with accrued and unpaid interest on the Loans to be repaid. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to Each such notice shall specify the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent date and amount of such prepayment and providedwhether the Loans to be prepaid are New Money Loans and/or Roll Up Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount and of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term 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. Each prepayment of Loans so prepaidpursuant to this Section 2.02(a) shall be paid to the Lenders in accordance with their respective Pro Rata Shares; provided that no prepayment shall be made with respect to Roll Up Loans unless and until all New Money Loans are paid in full and such prepayment of the Roll Up Loans is otherwise permitted by the Novelion Subordination Agreement, repaidas certified by a Responsible Officer of the Borrower in the applicable Prepayment Notice. For the avoidance of doubt, assigned or repriced(x) the outstanding Loan amount shall include the Commitment Fee (added to the balance of the New Money Loans), accrued interest and capitalized interest already added to the Loan balance, and any prepayment of New Money Loans shall require payment of the Exit Fee and (y) any prepayment shall be applied in accordance with Section 8.03 if then applicable.

Optional Prepayments. (i) Subject to clause (b) below, The Borrowers shall have the Borrower may right at any time and from time to time and at to prepay any time upon at least one (1) Business Day’s prior Borrowing, in whole or in part, without premium or penalty, by giving written notice repay (or prepay, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance telephonic notice promptly confirmed in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior writing) to the last day Administrative Agent no later than (i) in the case of the applicable Interest Periodany prepayment of any Eurodollar Borrowing, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may 11:00 a.m. not so prepay Eurodollar Rate Loans unless it shall have provided at least less than three (3) Business Days’ Days prior written notice to the Administrative Agent date of such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, 12:00 noon (Atlanta, Georgia time) on the date of such prepayment, and (iii) in the case of any prepayment of any Swingline Borrowing, prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.13(d); provided, that, the Borrowers may rescind any notice of prepayment if such prepayment would have resulted from (A) a refinancing (or payment in full) of the Loans or (B) any extension or refinancing (or payment) of a portion of the Loans with Indebtedness permitted hereunder, in each case, which incurrence or refinancing (or other payment) shall not be consummated or otherwise shall be delayed provided further that optional prepayments if a Eurodollar Borrowing is prepaid on a date other than the last day of Advances of Eurodollar Rate Loans made an Interest Period applicable thereto, the Borrowers shall also pay all amounts required pursuant to Section 2.04(a) 2.19. Each partial prepayment of any Loan shall be for in an amount that would be permitted in the entire amount case of an advance of a Revolving Borrowing of the outstanding Eurodollar Rate Loans that are Revolving Loans same Type pursuant to Section 2.2 or, in the case of such Advance. Prior a Swingline Loan, pursuant to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selectionSection 2.4. Each repayment prepayment of an Advance a Borrowing shall be applied ratably to the Loans included comprising such Borrowing and, in the repaid Advance. Repayments case of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary prepayment of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-Borrowing, to principal installments in Yield inverse order of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repricedmaturity.

Optional Prepayments. (i) Subject to clause (b) The Company may, at its option, upon notice as provided below, the Borrower may prepay at any time all, or from time to time and at any time upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate Loans comprising of, the same Advance Notes, in an aggregate minimum amount of not less than $10,000,000 and 2,000,000 in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of the Notes to be prepaid in the case of a partial prepayment (or such Lender’s Term Loans lesser amount as shall be required to effect a partial prepayment resulting from an offer of prepayment pursuant to Section 10.6), at 100% of the principal amount so prepaid, repaidtogether with interest accrued thereon to the date of such prepayment, assigned or repricedplus the Make-Whole Amount determined for the prepayment date with respect to such principal amount of each Note then outstanding. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 20 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date (which shall be a Business Day), 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 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated respective Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of each such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments. (i) Subject to clause (b) below, The Borrower shall have the Borrower may right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. (x) not less than three (3) Business Days prior to any prepayment of Eurodollar Loans denominated in Dollars and at (y) not less than four (4) Business Days prior to any time upon at least date of prepayment of Eurodollar Loans denominated in the Alternative Currency, (ii) in the case of any prepayment of any Base Rate Borrowing, 11:00 a.m. not less than one (1) Business Day’s Day prior written to the date of such prepayment, and (iii) in the case of Swingline Borrowings, 11:00 a.m. on the date of such prepayment. Each such notice repay or prepayshall be irrevocable and shall specify the proposed date of such prepayment, without penalty or premium all or any part the Class of outstanding Floating Rate the Loans comprising to be prepaid, the same Advance in an aggregate minimum currencies of the Loans to be prepaid and the principal amount of $10,000,000 and each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment may state that such notice is conditioned upon the closing of a Disposition or the incurrence of Indebtedness, in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans which case such notice may be voluntarily repaid or prepaid revoked by the Borrower (by notice to the Administrative Agent on or prior to the date of such proposed prepayment) if such condition is not satisfied. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.13(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of the an Interest Period applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Sectionthereto, the Borrower shall select also pay all amounts required pursuant to Section 2.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the Advances or Advances ease of an advance of a Revolving Borrowing of the applicable Class same Type pursuant to be repaid and shall notify Section 2.2 or in the Administrative Agent by telephone (confirmed by hand delivery or facsimile) case of such selectiona Swingline Loan pursuant to Section 2.4. Each repayment prepayment of an Advance a Borrowing shall be applied ratably to the Loans included comprising such Borrowing, and in the repaid Advance. Repayments ease of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary prepayment of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the AllBorrowing, an Add-in Yield of which is reduced as a result of a Repricing Event shall be paid On Term Loan Borrowing or an amount equal Incremental Term Loan A Borrowing, to 1.00% principal installments of the aggregate principal amount of such Lender’s Term Loans, Add-On Term Loans so prepaidand Incremental Term Loan A. on a pro rata basis, repaid, assigned or repricedas directed by the Borrower.

Optional Prepayments. (i) Subject The Borrower may, upon notice to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time voluntarily prepay Term Loans of any Class and at Revolving Credit Loans of any time upon at least one Class in whole or in part without premium or penalty (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, except as set forth below); provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3A) Business Days’ prior written such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) [reserved], (2) two Business Days prior to any date of prepayment of Term SOFR Loans and (3) on the date of prepayment of Base Rate Loans, (B) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 providedthe Class(es) and Type(s) of Loans to be prepaid and, further that optional prepayments if Term SOFR Loans are to be prepaid, the Interest Period(s) of Advances such Loans. The Administrative Agent will promptly notify each Appropriate Lender of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for its receipt of each such notice, and of the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans such Lender’s ratable portion of such Advanceprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). Prior to any repayment of any Advances of any Class under this SectionIf such notice is given by the Borrower, the Borrower shall select make such prepayment and the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of payment amount specified in such selection. Each repayment of an Advance notice shall be applied ratably to due and payable on the Loans included in the repaid Advancedate specified therein. Repayments Any prepayment of Advances a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts repaidrequired pursuant to Section 3.05. 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 applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall 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) In the event any Term Loans are subject to a Repricing Event prior The Borrower may, upon notice to the one year anniversary of Swing Line Lender (with a copy to the Funding DateAdministrative Agent), a Term Lender whose Term at any time or from time to time, voluntarily prepay Swing Line Loans are prepaid or repaid in whole or in partpart 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 which 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 required given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to assign any of its Term Loans pursuant the contrary contained in this Agreement, the Borrower may, subject to Section 2.193.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Incremental Facilities or 100% of any Class of Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Term B-6-7 Loans in connection with such any Repricing Event Transaction or which holds a Term Loan the All-(y) effects any amendment of this Agreement resulting in Yield of which is reduced as a result of a Repricing Event Transaction with respect to Term B-6-7 Loans, in each case prior to the six (6) month anniversary of the Eighth Amendment Effective Date, the Borrower shall be paid pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Term B-6-7 Loans being prepaid or (B) in the case of clause (y), the aggregate principal amount of the applicable Term B-6-7 Loans outstanding immediately prior to such Lender’s amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Loans so prepaid, repaid, assigned or repricedLenders.

Optional Prepayments. (ia) Subject A Borrower may, upon at -------------------- least one Domestic Business Day's notice to clause the Agent, prepay a Group of Base Rate Loans (bor a Money Market Borrowing bearing interest at the Prime Rate pursuant to Section 8.01(a)) belowmade to such Borrower in whole at any time, the Borrower may or from time to time and at in part in amounts aggregating $25,000,000 or any time larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group or Borrowing. (b) A Borrower may, upon at least one (1) Domestic Business Day’s prior written 's notice repay to the Agent, in the case of a Group of CD Loans made to such Borrower, or prepayupon at least one Euro-Dollar Business Day's notice to the Agent, without penalty or premium all or any part in the case of outstanding Floating Rate a Group of Euro-Dollar Loans made to such Borrower, prepay the Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid such Group on or prior to the last day of any Interest Period applicable to such Group, in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $1,000,000, by paying the applicable Interest Period, subject principal amount to be prepaid together with accrued interest thereon to the indemnification provisions contained date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in Section 4.04such Group. (c) Except as provided in subsection (a) above, provided that the a Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ all or any portion of the principal amount of any Money Market Loan prior written notice to the Administrative maturity thereof. (d) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) such notice shall not thereafter be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent revocable by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaideither Borrower. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repriced.

Optional Prepayments. (ia) Subject to clause (b) below, The Borrower shall have the Borrower may right at any time and from time to time and at to prepay any time upon at least one (1) Business Day’s prior written notice repay or prepayBorrowing, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, upon at least three Business Days’ prior written or which fax notice (or telephonic notice promptly confirmed by written notice) in the case of Eurocurrency Loans, or written or fax notice (or telephonic notice promptly confirmed by written notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), Local Time; provided, however, that (i) each partial prepayment of Loans denominated in Dollars shall be in an amount that is required to assign any an integral multiple of its $100,000 and not less than $500,000 and (ii) each partial prepayment of Loans denominated in Euros shall be in an amount that is an integral multiple of €100,000 and not less than €500,000. (b) Optional prepayments of outstanding Term Loans pursuant under this Agreement shall be allocated between Euro Term Loans and all other Term Loans as directed by Polypore (with any amount allocated to such other Term Loans being applied ratably thereto), and shall be applied to the installments thereof as directed by Polypore. (c) Each notice of prepayment shall specify the prepayment date and the principal amount and currency denomination of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.12 shall be subject to Section 2.192.15 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment; provided, however, that in the case of a prepayment of an ABR Revolving Loan or a Swingline Loan that is not made in connection with such Repricing Event or which holds a Term Loan termination of the All-in Yield of which is reduced as a result of a Repricing Event Revolving Credit Commitments, the accrued and unpaid interest on the principal amount prepaid shall be paid an amount equal payable on the next scheduled Interest Payment Date with respect to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned ABR Revolving Loan or repricedSwingline Loan.

Optional Prepayments. (i) Subject The Borrowers may, upon notice to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time voluntarily prepay Term Loans and at any time upon at least one Revolving Credit Loans in whole or in part without premium or penalty; provided that (1) Business Day’s prior written such notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate Loans comprising must be received by the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may Administrative Agent not so prepay Eurodollar Rate Loans unless it shall have provided at least later than 1:00 p.m. (A) three (3) Business Days’ Days prior written to any date of prepayment of Term SOFR Loans 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, in the case of each of clauses (2) and (3), the entire principal amount thereof then outstanding. Each such notice to shall specify the Administrative Agent date and amount of such prepayment and provided, further that optional prepayments the Class(es) and Type(s) of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Sectionprepaid, the Borrower shall select the Advances or Advances of the prepayment premium (if any) applicable Class thereto and, if Term SOFR Loans are to be repaid and shall notify prepaid, the Administrative Agent by telephone (confirmed by hand delivery or facsimileInterest Period(s) of such selection. Each repayment of an Advance 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 ratably first to Base Rate Loans to the Loans included full extent thereof before application to Term SOFR Loans, and, in the repaid Advancecase of Term SOFR Loans, absent direction by the Borrowers, in direct order of Interest Period maturities). Repayments The Administrative Agent will promptly notify each Appropriate Lender of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary its receipt of each such notice, and of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal 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 2.05(a) shall be applied to the Repayment Amounts, as directed by the 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 so 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 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 pursuant to this Section 2.05(a), such prepayment shall not be applied to any Loan of a Defaulting 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 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 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 after first anniversary of the Closing Date and prior to the second anniversary of the Closing Date, a prepayment premium of 1.00% of the amount of the Initial Term Loans being prepaid, repaidin each case, assigned which amounts shall be earned, due and payable on the date such prepayment is 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 repricedafter 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 Administrative Agent not later than 1:00 p.m. on the date of the prepayment or (2) any such prepayment of Swing Line Loans made in Dollars shall be in a minimum principal amount of $500,000 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.

Optional Prepayments. (a) To the extent not prohibited by the Intercreditor and Subordination Agreement, (i) Subject at any time prior to clause the third anniversary of the Closing Date, the Company may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding the date of redemption and (ii) on and after the third anniversary of the Closing Date, the Company may redeem the Notes, in whole or in part, at the redemption prices (as expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding the redemption date, if redeemed during the twelve month period beginning on the specified anniversary of the Closing Date indicated below: Anniversary Price Third 105.0 % Fourth 102.5 % Fifth and thereafter 100.0 % (b) belowIn the case of each partial prepayment of the Notes, the Borrower may from principal amount of the Notes to be prepaid shall be allocated pro rata among all of the Notes outstanding at such time in proportion to time their respective unpaid principal amounts. (c) Each notice of prepayment pursuant to this Section 3.5 shall specify (i) the proposed date of such prepayment and at any time (ii) the principal amount of the Notes to be prepaid. Each notice of prepayment shall be made upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part to each Purchaser. Each notice of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may prepayment shall be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may made upon not so prepay Eurodollar Rate Loans unless it shall have provided at least less than three (3) Business Days’ and not more than ten (10) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount each registered holder of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaidNotes. (iid) In the event any Term Loans are subject to Upon surrender of a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or Note that is redeemed in part, or which is required the Company shall execute for such holder (at the Company’s expense) a new Note equal in principal amount to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% unredeemed portion of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repricedNote surrendered.

Optional Prepayments. (i) Subject The Borrower may, upon notice to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time and at any time upon at least one voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 9:00 a.m. (1) three Business Day’s Days prior written notice repay or prepay, without penalty or premium all or to any part date of outstanding Floating prepayment of Eurodollar Rate Loans comprising and (2) on the same Advance date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in an aggregate minimum a principal amount of $10,000,000 and in integral multiples 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Advances ; and (C) any prepayment of Eurodollar Base Rate Loans may shall be voluntarily repaid in a principal amount of $500,000 or prepaid on or prior to a whole multiple of $100,000 in excess thereof or, in each case, if less, the last day of entire principal amount thereof then outstanding. Each such notice shall specify the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent date and amount of such prepayment and providedthe Type(s) of Loans to be prepaid and, further that optional prepayments of Advances of if Eurodollar Rate Loans made pursuant are to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Sectionprepaid, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimileInterest Period(s) of such selectionLoans. Each repayment The Administrative Agent will promptly notify each Lender of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments its receipt of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary each such notice, and of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so ratable portion of such prepayment (based on such Lender’s Applicable Percentage). 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 on the amount prepaid, repaid, assigned or repricedtogether with any additional amounts required pursuant to Section 3.05. Each such prepayment of the outstanding Loans pursuant to this Section 2.03 shall be paid to the Lenders in accordance with their respective Applicable Percentages to reduce the scheduled installments of principal of the Loans set forth in Section 2.05 in inverse chronological order.” B. Section 2.05 is hereby amended by deleting it in its entirety and substituting the following therefor:

Optional Prepayments. (i) Subject The Borrower may, upon notice to clause 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 (bexcept as set forth in Section 2.05(a)(iii)); provided that (1) belowsuch notice must be received by the Administrative Agent not later than 1:00 p.m., Local Time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency RateTerm Benchmark Loans or SOFRRFR Loans and (B) on the date of prepayment of Base Rate Loans and, (2) any prepayment of Loans shall be 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 and (3) prior to the Revolving Credit Facility Maturity Date with respect to the Initial Revolving Credit Facility, any prepayment of Revolving Credit Loans shall be applied to the Initial Revolving Credit Loans and 2023 Extended Revolving Credit Loans on a pro rata basis. 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 date specified therein. Any prepayment 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 in 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 shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from time to time and at any time upon at least one a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (1iv) Business Day’s prior written notice repay or prepayIn the event that, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of date that is six (6) months after the applicable Interest PeriodClosing Date, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate (A) makes any prepayment of Term B Loans unless it shall have provided at least three in connection with any Repricing Event or (3B) Business Days’ prior written notice to the Administrative Agent effects any amendment of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this SectionAgreement resulting in a Repricing Event, the Borrower shall select pay or cause to be paid to the Advances or Advances Administrative Agent, for the ratable account of each of the applicable Class to be repaid and shall notify the Administrative Agent by telephone Term B Lenders, (confirmed by hand delivery or facsimilex) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments case of Advances shall be accompanied by accrued interest on the amounts repaid. clause (ii) In the event any Term Loans are subject to A), a Repricing Event prior to the one year anniversary prepayment premium of 1.00% of the Funding Dateamount of the Term B Loans being prepaid and (y) in the case of clause (B), a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of the applicable Term B Loans outstanding immediately prior to such Lender’s Term Loans so prepaid, repaid, assigned or repricedamendment.

Optional Prepayments. (ia) The Borrower may, upon at least 1 Domestic Business Days' notice to the Agent, prepay any Base Rate Borrowing in whole at any time, or from time to time in part in amounts aggregating at least $1,000,000 or any larger integral multiple of $500,000 for Syndicated Borrowings (with no minimum payment as to Swing Loan Borrowings), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Base Rate Loans of the several Banks (or of Wachovia, as to Swing Loans) included in such Base Rate Borrowing. (b) Subject to clause any payments required pursuant to the terms of Article VIII for such Fixed Rate Loan, upon 3 Domestic Business Day's prior written notice (bor same Domestic Business Days' notice as to Swing Loans) belowto the Agent, the Borrower may from time prepay in minimum amounts of $1,000,000 or any larger integral multiple of $500,000 as to time and at any time upon at least one Euro-Dollar Borrowings (1with no minimum payment as to Swing Loan Borrowings) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part portion of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar any Fixed Rate Loans may be voluntarily repaid or prepaid on or Loan prior to the last day maturity thereof. Each such optional prepayment shall be applied to prepay ratably the Fixed Rate Loans of the applicable Interest Periodseveral Banks (or of Wachovia, subject as to Swing Loans) included in such Fixed Rate Borrowing. (c) Each such payment or prepayment shall be applied to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Swing Loans unless it shall have provided at least three (3) Business Days’ prior written notice or ratably to the Administrative Loans of the Banks outstanding on the date of payment or prepayment in the following order of priority: (i) first, to Swing Loans which are Base Rate Loans; (ii) second, to Transaction Rate Loans; (iii) third, to Syndicated Loans which are Base Rate Loans; (iv) fourth, to Euro-Dollar Loans; and (v) last, to Money Market Loans. (d) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share of such prepayment and providedsuch notice, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) once received by the Agent, shall not thereafter be for revocable by the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaidBorrower. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repriced.

Optional Prepayments. The Issuer shall not be permitted to make any optional prepayment of the Notes, other than on (ix) Subject to clause the last day of the twenty-fourth (b24th) 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, the Borrower may from time to time and at any time upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium prepay all or any part of outstanding Floating Rate Loans comprising the same Advance Notes, in an aggregate minimum amount not less than 10% (ten percent) of $10,000,000 the Accreted Principal Amount of the Notes then outstanding in the case of a partial prepayment, together with (i) interest accrued and in integral multiples unpaid thereon (including applicable default interest, if any) to the date of $1,000,000 in excess thereofsuch prepayment, plus (ii) the applicable Prepayment Premium (if any) as of the date of such prepayment. Advances The Issuer will give each Holder of Eurodollar Rate Loans may the Notes to be voluntarily repaid or prepaid on or prior written notice of each optional prepayment under this Section 3.4 not less than ten (10) Business Days prior to the last day date fixed for such prepayment (the “Notice Period”). Each such revocable notice shall specify such prepayment date, the Accreted Principal Amount of the applicable Interest PeriodNotes to be prepaid on such date, subject the Accreted Principal Amount of each Note held by such Holder to be prepaid (determined in accordance with Section 3.6), the indemnification provisions contained in Section 4.04interest and fees to be paid on the prepayment date with respect to such Accreted Principal Amount being prepaid, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three Prepayment Premium (3if any) Business Days’ prior written notice to the Administrative Agent of such prepayment and (provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) that, if the Issuer revokes such notice, the Issuer shall be responsible for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid reasonable and shall notify the Administrative Agent documented out-of-pocket costs and expenses incurred by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, each Holder in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repricedsame).

Optional Prepayments. (ia) Subject to clause (b) belowSection 4.4, the Borrower may may, at any time or from time to time time, upon irrevocable notice (which notice may be delivered telephonically and at any time upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate Loans comprising confirmed in writing on the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3day) Business Days’ prior written notice delivered to the Administrative Agent not later than 1:00 p.m. (New York time) at least three Business Days before such prepayment, in the case of Offshore Rate Loans, and two Business Days, in the case of Facility B Term Loans, and one Business Day, in all other instances, before such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments case of Advances shall be accompanied by accrued interest on Base Rate Loans, prepay, at the amounts repaid. (ii) In Borrower's option, Revolving Credit Loans or the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding DateLoans, a Term Lender whose Term Loans are prepaid or repaid both, in whole or in part, in minimum amounts of (i) $5,000,000 or which any multiple of $1,000,000 in excess thereof in the case of Offshore Rate Loans, and (ii) $1,000,000 or any multiple of $100,000 in excess thereof in the case of Base Rate Loans. Such notice of prepayment shall specify (i) the date and amount of such prepayment, (ii) whether such prepayment is required to assign of Revolving Credit Loans or the Term Loans, or both, and (iii) whether such prepayment is of Offshore Rate Loans or Base Rate Loans, or any combination thereof. The Administrative Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Revolving Credit Pro Rata Share or Facility B Term Loans Pro Rata Share, as applicable, 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 accrued interest to each such date on the amount prepaid and any amounts required pursuant to Section 2.194.4. (b) The Borrower may, at any time or from time to time, repay in connection with such Repricing Event whole or which holds a Term Loan in part Swingline Loans in minimum principal amounts of $100,000 or any multiple of $50,000 in excess thereof or, if less, the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate outstanding principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repricedthe Swingline Loans.

Optional Prepayments. (ia) Subject to clause (b) below, Each of the Borrower Borrowers may at any time and from time to time and at any time upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate Loans comprising prepay the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Revolving Loans made pursuant to Section 2.04(a) shall be it and the Reimbursement Obligations in respect of Letters of Credit issued for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid its account in whole or in part, subject to subsection 3.12, without premium or which penalty, upon at least three Business Days’ irrevocable notice by the Parent Borrower to the Administrative Agent (in the case of Eurocurrency Loans outstanding in Dollars or any Designated Foreign Currency and Reimbursement Obligations outstanding in any Designated Foreign Currency) and at least one Business Day’s irrevocable notice by the Parent Borrower to the Administrative Agent (in the case of (x) ABR Loans other than Swing Line Loans and (y) Reimbursement Obligations outstanding in Dollars) or same day irrevocable notice by the Parent Borrower to the Administrative Agent (in the case of Swing Line Loans). Such notice shall specify the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of Revolving Loans or Swing Line Loans, or a combination thereof, and (ii) of Eurocurrency Loans, ABR Loans or a combination thereof and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected 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 (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 3.12. Partial prepayments of the Revolving Loans and the Reimbursement Obligations pursuant to this subsection shall (unless the Parent Borrower otherwise directs) be applied, first, to payment of the Swing Line Loans then outstanding, second, to payment of the Revolving Loans then outstanding, third, to payment of any Reimbursement Obligations then outstanding and, last, to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the Administrative Agent; provided, further, that any pro rata calculations required to assign be made pursuant to this subsection 3.4(a) in respect to any Loan denominated in a Designated Foreign Currency shall be made on a Dollar Equivalent basis. Partial prepayments pursuant to this subsection 3.4(a) shall be in whole multiples of $1.0 million (or, in the case of Eurocurrency Loans outstanding in any Designated Foreign Currency, the Dollar Equivalent of an aggregate principal amount of at least approximately $1.0 million); provided that, notwithstanding the foregoing, any Loan may be prepaid in its Term entirety. (b) [Reserved.] (c) [Reserved.] (d) The Borrowers shall prepay all Swing Line Loans then outstanding simultaneously with each borrowing of Revolving Loans. (e) [Reserved.] (f) [Reserved.] (g) [Reserved.] (h) Notwithstanding the foregoing provisions of this subsection 3.4, if at any time any prepayment of the Revolving Loans pursuant to Section 2.19subsection 3.4(a) would result, after giving effect to the procedures set forth in this Agreement, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced relevant Borrower incurring breakage costs under subsection 3.12 as a result of Eurocurrency Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the relevant Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially (i) deposit a Repricing Event portion (up to 100%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans not immediately prepaid), to be held as security for the obligations of the Borrowers to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be paid requested by the Parent Borrower) or (ii) make a prepayment of the Revolving Loans in accordance with subsection 3.4(a) with an amount equal to 1.00% a portion (up to 100%) of the aggregate principal amounts that otherwise would have been paid in respect of such Eurocurrency Loans (which prepayment, together with any deposits pursuant to clause (i) above, must be equal in amount to the amount of such Lender’s Term Eurocurrency Loans so not immediately prepaid); provided that, repaidnotwithstanding anything in this Agreement to the contrary, assigned none of the Borrowers may request any Extension of Credit under the Revolving Commitments that would reduce the aggregate amount of the Available Revolving Commitments to an amount that is less than the amount of such prepayment until the related portion of such Eurocurrency Loans have been prepaid upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans; provided that, in the case of either clause (i) or repriced(ii), such unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 3.1 until such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans, as the case may be, have or has been prepaid.

Optional Prepayments. (ia) Subject to clause (b) belowSection 10.4, the Borrower may from time to time and at any time time, (i) upon at least one (1) Business Day’s prior 's written notice repay to the Agent, prepay the Loans in whole or prepayin part in an amount greater than $1,000,000 and (ii) prepay the Loans in part in an amount less than $1,000,000 but greater than or equal to $100,000 without notice, in each instance, without penalty or premium all or except as provided in Section 10.4. Optional prepayment in amounts less than $100,000 shall not be permitted. (b) The notice of any part prepayment shall not thereafter be revocable by the Borrower and the Agent will promptly notify each Lender thereof and of outstanding Floating 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 (i) accrued interest to such date on the amount prepaid, and (ii) any amounts required to be paid in connection therewith pursuant to Section 10.4. (c) Amounts prepaid shall be applied first to any Base Rate Loans comprising then outstanding and then to outstanding LIBOR Rate Loans with the same Advance in an aggregate minimum shortest Interest Periods remaining; provided, however, that if the amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Base Rate Loans may then outstanding is not sufficient to satisfy the entire prepayment requirement and if no Default or Event of Default has occurred and is then continuing, the Borrower may, at its option, place any amounts which it would otherwise be voluntarily repaid or prepaid used to prepay LIBOR Rate Loans on or prior to a day other than the last day of the applicable Interest Period, subject Period(s) therefor in an interest-bearing account pledged to the indemnification provisions contained in Section 4.04, provided that Agent for the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to benefit of the Administrative Agent Lenders until the end of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(aInterest Period(s) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of at which time such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall pledged amounts will be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaidprepay such LIBOR Rate Loans. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repriced.

Optional Prepayments. (ia) Subject to clause (b) below, the The Borrower may at any time and from time to time and at prepay the Revolving Loans or any time Tranche of Term Loans, in whole or in part, without premium or penalty except as specifically provided in Section 2.11(b), upon at least one (1) Business Day’s prior irrevocable written notice repay delivered to the Administrative Agent no later than 12:00 Noon, New York City time, (i) three Business Days prior thereto, in the case of Eurocurrency Loans that are Revolving Loans or prepayTerm Loans, without penalty or premium all or any part (ii) one Business Day prior thereto, in the case of outstanding Floating Rate ABR Loans comprising that are Term Loans and (iii) on the same Advance date of prepayment, in an aggregate minimum the case of ABR Loans that are Revolving Loans, which notice shall specify (x) the date and amount of $10,000,000 prepayment, (y) whether the prepayment is of Revolving Loans or a Tranche of Term Loans and in integral multiples (z) whether the prepayment is of $1,000,000 in excess thereof. Advances of Eurodollar Rate Eurocurrency Loans may be voluntarily repaid or ABR Loans; provided that if a Eurocurrency Loan is prepaid on or prior to any day other than the last day of the Interest Period applicable Interest Periodthereto, subject the Borrower shall also pay any amounts owing pursuant to Section 2.21. Upon receipt of any such notice the indemnification provisions contained Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in Section 4.04, 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 occurrence or non-occurrence of any transaction or the receipt of proceeds to be used for such payment, in each case specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied), together with (except in the case of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and of Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably in an aggregate principal amount of (i) $1,000,000 or a whole multiple of $100,000 in excess thereof (in the case of prepayments of ABR Loans) or (ii) $1,000,000 or a whole multiple of $500,000 in excess thereof (in the case of prepayments of Eurocurrency Loans), and in each case shall be subject to the Loans included in the repaid Advance. Repayments provisions of Advances shall be accompanied by accrued interest on the amounts repaidSection 2.18. (iib) In Any prepayment made on or after the event any Fifth Amendment Effective Date pursuant to this Section 2.11 or Section 2.12(a) of the Initial Tranche B Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event Transaction shall be paid an amount equal to 1.00accompanied by a prepayment fee, which shall initially be 1% of the aggregate principal amount prepaid and shall decline to 0% on and after the six-month anniversary of the Fifth Amendment Effective Date. (c) Notwithstanding any other provision of this Section 2.11, a Lender may, at its option, and if agreed by the Borrower, in connection with any prepayment of Tranche B Term Loans pursuant to Section 2.11(a), exchange such Lender’s portion of the Tranche B Term Loan to be prepaid for Rollover Indebtedness, in lieu of such Lender’s pro rata portion of such prepayment (and any such Tranche B Term Loans so prepaidexchanged shall be deemed repaid for all purposes under the Loan Documents). (d) In connection with any optional prepayments by the Borrower of the Term Loans pursuant to this Section 2.11, repaid, assigned such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or repricedEurocurrency Loans.

Optional Prepayments. (i) Subject Borrowers may, upon delivery of a Payment Notification by Administrative Borrower to clause (b) belowAdministrative Agent, the Borrower may at any time or from time to time voluntarily prepay Revolving Loans and at Term Loans in whole or in part without premium or penalty (other than the payment of any time upon at least breakage fees and costs, fees and expenses associated with SOFR Loans pursuant to Section 2.3(f)(i)) and any Applicable Premium, if any; provided that (i) such Payment Notification must be received by Administrative Agent not later than 1:00 p.m. (New York City time) (A) three (3) U.S. Government Securities Business Days prior to any date of prepayment of SOFR Loans and (B) one (1) Business Day’s Day prior written notice repay or prepay, without penalty or premium all or to any part date of outstanding Floating prepayment of Base Rate Loans; and (ii) any such prepayment of any Loans comprising the same Advance shall be in an aggregate minimum a principal amount of $10,000,000 and in integral multiples 500,000 or a whole multiple of $1,000,000 100,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding). Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to Each such Payment Notification shall specify the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent date and amount of such prepayment and providedthe Type(s) of Loans to be prepaid and, further that optional prepayments if SOFR Loans are to be prepaid, the Interest Period(s) of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for such Loans, and the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such AdvanceApplicable Premium (if any) to be paid. Prior to any repayment Upon receipt of any Advances of such Payment Notification, Administrative Agent will promptly notify each relevant Lender thereof. If any Class under this Sectionsuch Payment Notification is given, the Borrower amount specified in such Payment Notification shall select be due and payable on the Advances or Advances date specified therein, together with accrued interest to such date on the amount prepaid and any additional amounts required pursuant Section 2.3(e). Each prepayment of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to this Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event 2.2(c) shall be paid an amount equal to 1.00% of allocated among the aggregate Term Lenders holding such Term Loans pro rata in accordance with the principal amount of such Lender’s Term Loans so prepaidheld by such Term Lenders (unless the Incremental Lenders agree to accept less than their pro rata share), repaidand shall be applied as directed by Administrative Borrower, assigned and absent such direction, to the installments of such Term Loans in direct order of maturity. Notwithstanding the foregoing, any Payment Notification of voluntary prepayment shall be revocable (or repricedmay be conditional) in the event of a prepayment in connection with a transaction to refinance the Loans in full or in connection with a transaction resulting in a Change of Control, in each case, in the event such transaction does not close.

Optional Prepayments. (i) Subject The Borrower may, upon notice to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and at be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any time upon at least one date of prepayment of Term SOFR Loans and (1B) Business Day’s prior written notice repay or prepay, without penalty or premium all or on the date of prepayment of Base Rate Loans; (ii) any part prepayment of outstanding Floating Rate Term SOFR Loans comprising the same Advance shall be in an aggregate minimum a principal amount of $10,000,000 and in integral multiples 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Advances thereof and (iii) any prepayment of Eurodollar 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 will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by 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 voluntarily repaid or prepaid revoked by the Borrower (by notice to the Administrative Agent on or prior to the last day specified date of prepayment) if such condition is not satisfied and, in the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent case of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Sectionrevocation, the Borrower shall select the Advances or Advances of the applicable Class not be required to make such prepayment and such prepayment amount shall cease to be repaid due and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) payable. Any prepayment of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with 3.05. Each such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event prepayment shall be paid an amount equal applied to 1.00% the Loans of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repricedLenders ratably.

Optional Prepayments. The Company may prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty, in the case of Eurodollar Loans on the last day of any Interest Period with respect thereto (except that the Company may make a prepayment of Eurodollar Loans on a day other than the last day of the Interest Period with respect thereto as long as it complies with Section 4.14) and, in the case of Base Rate Loans (other than Swing Line Loans), on any Business Day, provided that (a) the Company shall have given (i) Subject at least three Business Days' irrevocable notice to clause the Administrative Agent (in the case of Eurodollar Loans) and (ii) one Business Day's irrevocable notice to the Administrative Agent (in the case of Base Rate Loans), (b) belowsuch notice specifies, in the case of any prepayment of Loans, the Borrower may from time date and amount of prepayment and whether the prepayment is (i) of Term Loans, Revolving Credit Loans, or a combination thereof, and in each case if a combination thereof, the amount allocable to time each, and at any time upon at least one (1ii) Business Day’s prior written notice repay or prepayof Eurodollar Loans, without penalty or premium all or any part of outstanding Floating Base Rate Loans comprising or a combination thereof, and, in each case if a combination thereof, the same Advance principal amount allocable to each, and (iii) each prepayment is in an aggregate a minimum principal amount of $10,000,000 1,000,000 and in integral multiples a multiple of $1,000,000 in excess thereof. Advances Upon the receipt of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Periodany such notice, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent shall promptly notify each of the relevant Lenders thereof. If any such prepayment notice is given, the amount specified in such notice shall be due and providedpayable on the date specified therein, further that optional prepayments of Advances of Eurodollar Rate Loans made together with any amounts payable pursuant to Section 2.04(a) shall be for 4.14 and, in the entire amount case of prepayments of the outstanding Eurodollar Rate Term Loans or Revolving Credit Loans that are Revolving Loans of Eurodollar Loans, accrued interest to such Advancedate on the amount prepaid. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances Partial prepayments of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to this Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal applied (x) pro rata (based on outstanding principal amount) to 1.00% the Tranche A Term Loans and the Tranche B Term Loans and (y) pro rata to the respective then remaining principal installments thereof. Amounts prepaid pursuant to this Section 4.2 on account of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repriced.may not be

Optional Prepayments. (ia) Subject to clause (b) below, the Borrower The Company may at any time and from time to time and at any time upon at least one (1) Business Day’s prior written notice repay or prepayprepay Loans, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, without premium or which penalty, upon at least one Business Days' irrevocable notice to the Administrative Agent in the case of ABR Loans, and three Business Days' irrevocable notice to the Administrative Agent in the case of Eurodollar Loans, specifying the date and amount of prepayment, provided that if a Eurodollar Loan is required prepaid on any day other than the last day of the Interest Period applicable thereto, the Company shall also pay any amounts owing pursuant to assign subsection 4.21. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. If such notice is given, the Company shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein. Accrued interest on any Notes or on the amount of its Term any Loans paid in full pursuant to this subsection 4.5 shall be paid on the date of such prepayment. Accrued interest on the amount of any partial prepayment shall be paid on the Interest Payment Date next succeeding the date of such partial prepayment (or in the case of prepayment in full of Loans, on the date of such payment). Partial prepayments of Loans shall be in an aggregate principal amount equal to the lesser of (A) $2,500,000 or a whole multiple of $1,000,000 in excess thereof and (B) the aggregate unpaid principal amount of the Loans, as the case may be. Except as otherwise may be agreed by the Company and the Required Lenders, any prepayment of the Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event this subsection 4.5 shall be paid an amount equal applied, first, to 1.00% the installments of the aggregate Loans scheduled to be paid during the next twelve months after the date of such prepayment and second the balance, if any, to the remaining installments of the Loans on a pro rata basis. Amounts prepaid on account of the Loans pursuant to this subsection 4.5 or otherwise may not be reborrowed. (b) Optional prepayments of the Loans must be accompanied by a ratable prepayment of the outstanding principal amount of such Lender’s 1996 Term Loans so prepaid, repaid, assigned or repricedand optional prepayments of 1996 Term Loans must be accompanied by a ratable prepayment of outstanding Loans (based on the respective then outstanding principal amounts of the Loans and the 1996 Term Loans).

Optional Prepayments. (i) Subject The Borrower may, upon notice to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time voluntarily prepay Term Loans of any Class and at Revolving Credit Loans of any time upon at least one Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Day’s Days prior written notice repay or prepay, without penalty or premium all or to any part date of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances prepayment of Eurodollar Rate Loans may be voluntarily repaid or prepaid and (2) on or prior to the last day date of the applicable Interest Periodprepayment of Base Rate Loans, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay (B) any prepayment of Eurodollar Rate Loans unless it shall have provided at least three be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (3C) Business Days’ prior written any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice to shall specify the Administrative Agent date and amount of such prepayment and providedthe Class(es) and Type(s) of Loans to be prepaid and, further that optional prepayments of Advances of if Eurodollar Rate Loans made pursuant are to Section 2.04(abe prepaid, the Interest Period(s) shall be for of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans such Lender’s ratable portion of such Advanceprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). Prior to any repayment of any Advances of any Class under this SectionIf such notice is given by the Borrower, the Borrower shall select make such prepayment and the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of payment amount specified in such selection. Each repayment of an Advance notice shall be applied ratably to due and payable on the Loans included in the repaid Advancedate specified therein. Repayments Any prepayment of Advances a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts repaidrequired pursuant to Section 3.05. 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 applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall 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 Refinancing Facilities. (ii) In the event any Term Loans are subject to a Repricing Event prior The Borrower may, upon notice to the one year anniversary of Swing Line Lender (with a copy to the Funding DateAdministrative Agent), a Term Lender whose Term at any time or from time to time, voluntarily prepay Swing Line Loans are prepaid or repaid in whole or in partpart 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 shall 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 would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which is required to assign refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of its any SecondFifth Amendment Effective Date Term Loans pursuant to Section 2.19, in connection with such any Repricing Event Transaction or which holds a Term Loan the All-(y) effects any amendment of this Agreement resulting in Yield of which is reduced as a result of a Repricing Event Transaction with respect to SecondFifth Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the SecondFifth Amendment Effective Date, the Borrower shall be paid pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the SecondFifth Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate principal amount of such Lender’s the applicable SecondFifth Amendment Effective Date Term Loans so prepaidoutstanding immediately prior to such amendment, repaidin each case to the Administrative Agent, assigned or repricedfor the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (ia) Subject to clause (b) belowThe Borrower may, the Borrower may from time to time and at any time upon at least one (1) Business Day’s notice to the Administrative Agent, prepay any Group of Base Rate Loans bearing interest at the Base Rate pursuant to Section 8.1, in whole at any time, or from time to time in part in amounts aggregating One Million Dollars ($1,000,000) or more, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group or Borrowing. (b) The Borrower may, upon at least three (3) Euro-Dollar Business Days’ notice to the Administrative Agent, pay all or any portion of any Euro-Dollar Loan as of the last day of the Interest Period applicable thereto. The Borrower may, upon at least five (5) Euro-Dollar Business Days’ notice to the Administrative Agent, pay all or any portion of any TIBOR Loan as of the last day of the Interest Period applicable thereto. Except as provided in Article 8 and except with respect to any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 2.19, 8.2, 8.3 or 8.4 hereof, the Borrower may not prepay all or any portion of the principal amount of any Euro-Dollar or TIBOR Loan prior written notice repay to the end of the Interest Period applicable thereto unless the Borrower shall also pay any applicable expenses pursuant to Section 2.14. Any such prepayment shall be given on or prepayprior to the third (3rd) Euro-Dollar Business Day prior to, but excluding, the date of prepayment to the Administrative Agent. Each such optional prepayment shall be in the amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans of the Banks included in any Group of Euro-Dollar Loans or Group of TIBOR Loans, except that any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 2.19, 8.2, 8.3 or 8.4 hereof may be prepaid without penalty or premium ratable payment of the other Loans in such Group of Loans which have not been so converted. (c) The Borrower may at any time and from time to time cancel all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior Commitments by the delivery to the last day Administrative Agent of a notice of cancellation within the applicable Interest Periodtime periods set forth in Sections 2.11(a) and (b) if there are Loans then outstanding or, subject if there are no Loans outstanding at such time as to which the indemnification provisions contained in Section 4.04Commitments with respect thereto are being canceled, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided upon at least three (3) Business Days’ prior written Day’s notice to the Administrative Agent Agent, whereupon, in either event, all or such portion of the Commitments, as applicable, shall terminate as to the applicable Banks, pro rata on the date set forth in such prepayment notice of cancellation, and, if there are any Loans then outstanding, Borrower shall prepay, as applicable, all or such portion of Loans outstanding on such date in accordance with the requirements of Section 2.11(a) and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made (b). (d) Any amounts so prepaid pursuant to Section 2.04(a2.11 (a) shall or (b) may not be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advancereborrowed. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event Borrower elects to cancel all or any Term Loans are subject to a Repricing Event prior to the one year anniversary portion of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans Commitments pursuant to Section 2.192.11(c) hereof, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall amounts may not be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repricedreborrowed.

Optional Prepayments. (i) Subject to clause (b) below, Each Borrower will have the Borrower may right at any time and from time to time and at to prepay any time upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid Borrowing in whole or in part, subject to the provisions of this Section. (ii) No Borrower will be permitted to prepay any Revolving Loans until such time as the Tranche C Loans are paid in full, unless, after giving effect to any new Borrowing of Revolving Loans being made by another Borrower on the same day or which is required to assign the following Business Day, the aggregate outstanding principal amount of Revolving Loans will be unchanged. (iii) Except as set forth in Section 2.10(a)(iv), any optional prepayment of its Term Loans shall be applied as follows: first, to the outstanding principal amount of the Tranche C Term Loans until the Tranche C Term Loans are paid in full, second, to the outstanding principal amount of the Tranche A Term Loans until the Tranche A Term Loans are paid in full (which payment shall be applied in direct order of maturity as set forth in Section 2.09(c)) and third, to the outstanding principal amount of the Tranche B Term Loans (which payment shall be applied in direct order of maturity as set forth in Section 2.09(c)). Any such prepayment shall be made together with any premium payable pursuant to Section 2.192.10(c), accrued interest thereon to the date of prepayment and all amounts then owing under Section 2.15 in connection respect of such prepayment. (iv) If the Basket Lien Available Amount has become fixed as contemplated by clause (A) of the definition of "Basket Lien Available Amount" and Xerox at any time thereafter determines in good faith that the Basket Lien Available Amount is an amount that requires it to equally and ratably secure the Debt outstanding under the Reference Indenture (or any other indenture with such Repricing Event a provision substantially identical to the Reference Basket Lien Provision), or determines in good faith that it is significantly likely that within 90 days it would be required to do so, then upon five Business Days' notice to the Administrative Agent (which holds notice shall be accompanied by a Term Loan the All-in Yield of which is reduced as a result certificate of a Repricing Event shall be paid Financial Officer setting forth in reasonable detail the computations underlying such determination (and any projections underlying any such significant likelihood)), Xerox may prepay an amount equal to 1.00% of the aggregate outstanding principal amount of such Lender’s the Tranche B Term Loans equal to the amount (rounded upwards to the nearest multiple of $1,000,000) by which the Basket Lien Available Amount must be reduced so prepaidthat Xerox is not required to equally and ratably secure any such other Debt. Such prepayment shall be made together with any premium payable pursuant to Section 2.10(c), repaidaccrued interest thereon to the date of prepayment and all amounts then owing under Section 2.15 in respect of such prepayment, assigned or repricedand such prepayment shall be applied, first, to reduce the principal amount of the Tranche B Term Loans payable at maturity and, second, to reduce all then remaining unpaid installments of principal of the Tranche B Term Loans payable pursuant to Section 2.09 in inverse order of maturity.

Optional Prepayments. (i) Subject The Borrower may, upon notice to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time voluntarily prepay Term Loans of any Class and at Revolving Credit Loans of any time upon at least one Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Day’s Days prior written notice repay or prepayto any date of prepayment of Eurodollar Rate Loans[reserved], without penalty or premium all or (2) two Business Days prior to any part date of outstanding Floating prepayment of Term SOFR Loans and (3) on the date of prepayment of Base Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances Loans, (B) any prepayment of Eurodollar Rate Loans may or Term SOFR Loans shall be voluntarily repaid in a principal amount of $1,000,000 or prepaid on or prior to the last day a whole multiple of the applicable Interest Period$500,000 in excess thereof, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar and (C) any prepayment of Base Rate Loans unless it shall have provided at least three (3) Business Days’ prior written be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice to shall specify the Administrative Agent date and amount of such prepayment and providedthe Class(es) and Type(s) of Loans to be prepaid and, further that optional prepayments of Advances of if Eurodollar Rate Loans made pursuant or Term SOFR Loans are to Section 2.04(abe prepaid, the Interest Period(s) shall be for of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans such Lender’s ratable portion of such Advanceprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). Prior to any repayment of any Advances of any Class under this SectionIf such notice is given by the Borrower, the Borrower shall select make such prepayment and the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of payment amount specified in such selection. Each repayment of an Advance notice shall be applied ratably to due and payable on the Loans included in the repaid Advancedate specified therein. Repayments Any prepayment of Advances a Eurodollar Rate Loan or Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts repaidrequired pursuant to Section 3.05. 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 applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall 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 Refinancing Facilities. (ii) In the event any Term Loans are subject to a Repricing Event prior The Borrower may, upon notice to the one year anniversary of Swing Line Lender (with a copy to the Funding DateAdministrative Agent), a Term Lender whose Term at any time or from time to time, voluntarily prepay Swing Line Loans are prepaid or repaid in whole or in partpart 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 shall 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 would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which is required to assign refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of its any Fifth Amendment Effective Date Term Loans pursuant to Section 2.19, in connection with such any Repricing Event Transaction or which holds a Term Loan the All-(y) effects any amendment of this Agreement resulting in Yield of which is reduced as a result of a Repricing Event Transaction with respect to Fifth Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Fifth Amendment Effective Date, the Borrower shall be paid pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Fifth Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate principal amount of such Lender’s the applicable Fifth Amendment Effective Date Term Loans so prepaidoutstanding immediately prior to such amendment, repaidin each case to the Administrative Agent, assigned or repricedfor the ratable account of each of the applicable Term Lenders.

Optional Prepayments. Borrowers may prepay the Loan from time to time, in full or in part without premium or penalty, provided that (i) Subject to clause (b) belowexcept as otherwise contemplated herein, in the Borrower may from time to time and event Borrowers repay the Loan in full at any time upon at least (A) prior to the date that is two (2) years prior to the Maturity Date, Borrowers shall pay a sum equal to One and One-Half of One Percent (1.50%) of the Maximum Principal Amount as a prepayment fee, (B) during the period commencing on the date that is two (2) years prior to the Maturity Date through the date that is one (1) Business Day’s year prior written notice to the Maturity Date, Borrowers shall pay a sum equal to One and One-Quarter of One Percent (1.25%) of the Maximum Principal Amount as a prepayment fee, (C) during the one (1) year period prior to the Maturity Date, Borrowers shall pay a sum equal to One Percent (1.00%) of the Maximum Principal Amount as a prepayment fee, (ii) in the event Borrowers repay or prepaythe solely the Obligations owing by Fortiva Borrowers in full at any time prior to the Fortiva Sublimit Expiration Date and terminate the Commitments of Lenders solely with respect to Fortiva Borrowers, without penalty or premium all or any part Borrowers shall pay a sum equal to Two Percent (2.0%) of outstanding Floating Rate Loans comprising the same Advance Fortiva Sublimit as a prepayment fee, (iii) prepayments shall be in an aggregate a minimum amount of Ten Thousand Dollars ($10,000,000 10,000) and in integral multiples of Ten Thousand Dollars ($1,000,000 10,000) increments in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or ; and (iv) partial prepayments prior to the last day of the applicable Interest PeriodTermination Date shall not reduce Lenders’ Commitments under this Agreement and may be reborrowed, subject to the indemnification provisions contained in Section 4.04terms and conditions hereof for borrowing, provided and partial prepayments will be applied first to accrued interest and fees and then to outstanding Advances. Each Borrower acknowledges that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Daysabove described fees are estimates of Lenders’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included damages in the repaid Advanceevent of early termination and is not a penalty. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of termination of the Funding Datecredit facility established pursuant to this Agreement, a Term Lender whose Term Loans are prepaid or repaid all of the Obligations shall be immediately due and payable upon the termination date stated in whole or any notice of termination. All undertakings, agreements, covenants, warranties and representations of Borrowers contained in partthe Credit Documents shall survive any such termination, or which is required to assign any and Agent shall retain its liens in the Collateral and all of its Term Loans pursuant rights and remedies under the Credit Documents notwithstanding such termination until Borrowers have paid the Obligations to Section 2.19Agent and Lenders, in connection full, in immediately available funds, together with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaidapplicable termination fee, repaid, assigned or repricedif any.

Optional Prepayments. (a) Any Borrower or any Additional Borrower may (i) Subject to clause (b) below, the Borrower may from time to time and at any time upon at least one (1) Domestic Business Day’s prior written notice repay or prepay, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent (and in the case of prepayment of a Swingline Loan, the Swingline Bank), prepay any Base Rate Borrowing (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.1) and (ii) upon at least three Euro-Currency Business Days’ notice to the Administrative Agent, subject to Section 2.13, prepay any Euro-Currency Borrowing, in whole at any time, or from time to time in part, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and any amounts payable under Section 2.13 in connection therewith; provided that any such partial prepayment of any Borrowing of any Class shall be in the amount of $5,000,000 (or the Foreign Currency Equivalent thereof, in the case of Foreign Currency Loans) or any multiple of $1,000,000 (or the Foreign Currency Equivalent thereof, in the case of Foreign Currency Loans) in excess thereof. Any such optional prepayment of Revolving Loans of any Class shall be applied to prepay ratably the Revolving Loans of the several Revolving Banks included in such Borrowing. Any such optional prepayment of Term Loans shall be applied in accordance with Section 2.6. If a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments of any Class or Swingline Commitments as contemplated by Section 2.9, then such notice of prepayment shall be deemed revoked if such notice of termination is or is deemed revoked in accordance with Section 2.9. A notice of prepayment of Term Borrowings of any Class pursuant to this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice shall be deemed revoked by the Borrowers if such condition is not satisfied. (b) Except as provided in clause (i) of Section 2.11(a), the Borrowers and any Additional Borrowers may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section (other than a notice relating solely to Swingline Loans), the Administrative Agent shall promptly notify each Bank of such Class of the contents thereof and of such Bank’s ratable share (if any) of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) such notice shall not thereafter be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of revocable by the applicable Class to be repaid and shall notify Borrower or the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to applicable Additional Borrower, as the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaidcase may be. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repriced.

Optional Prepayments. (i) Subject The Borrower may, upon notice to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time voluntarily prepay in whole or in part Loans outstanding under the Revolver Facility and/or the Term Loan Facility without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and at (B) the date of prepayment of Base Rate Loans; (ii) any time upon at least one (1) Business Day’s prior written notice repay or prepay, without penalty or premium all or any part prepayment of outstanding Floating Eurodollar Rate Loans comprising the same Advance shall be in an aggregate minimum a principal amount of $10,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in integral multiples a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Advances Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the 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 Loans of the Lenders in accordance with their respective Pro Rata Shares as directed by the Borrower or if no such direction is given, first, to repayment of the Term Loan Principal Debt, until paid in full, and then to repayment of the Revolver Principal Debt. Unless a Default or Event of Default has occurred and is continuing or would arise as a result thereof, any payment or prepayment of the Revolver Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Periodreborrowed by Borrower, subject to the indemnification provisions contained terms and conditions hereof; but in Section 4.04, provided that the Borrower no event following a payment or prepayment of Term Loans may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire any amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned paid or repricedprepaid be reborrowed.

Optional Prepayments. (i) Subject The Borrower may, upon notice to clause (b) belowthe Administrative Agent, the Borrower may at any time or from time to time and at any time upon at least one voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 12:00 noon, New York City time, (1) two (2) Business Day’s Days prior written notice repay or prepay, without penalty or premium all or to any part date of outstanding Floating prepayment of Eurocurrency Rate Loans comprising and (2) on the same Advance date of prepayment of Base Rate Loans; (B) any prepayment of Eurocurrency Rate Loans shall be in an aggregate minimum a principal amount of $10,000,000 1,000,000 or a whole multiple of $100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in integral multiples a principal amount of $1,000,000 or a whole multiple of $100,000, in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Advances Each such notice shall specify the date and amount of Eurodollar such prepayment and the currency, 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 will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share 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 on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied to the Loans and installments thereof as directed by the Borrower and shall be paid to the Lenders in accordance with their respective Pro Rata Shares. At the Borrower’s election in connection with any prepayment pursuant to this Section 2.05, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender and shall be allocated ratably among the relevant non-Defaulting Lenders. (ii) [Reserved]. (iii) Notwithstanding anything to the contrary contained in this Agreement, a notice of optional prepayment may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice of prepayment may be voluntarily repaid or prepaid revoked by the Borrower (by notice to the Administrative Agent on or prior to the last day specified date of the applicable Interest Periodprepayment) if such condition is not satisfied. Promptly following receipt of any such notice, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for advise the entire amount Lenders of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaidcontents thereof. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, or which is required to assign any of its Term Loans pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event shall be paid an amount equal to 1.00% of the aggregate principal amount of such Lender’s Term Loans so prepaid, repaid, assigned or repriced.

Optional Prepayments. (ia) Subject The Company and each Acquisition Subsidiary may, subject to clause (b) belowsubsection 10.12, the Borrower may at any time and from time to time and at time, prepay any time upon at least one (1) Business Day’s prior written notice repay Initial Term Loans, Deferred Draw Term Loans, Revolving Credit Loans, Swing Line Loans or prepaySyndicated Acquisition Loans borrowed by it which are then outstanding, without penalty or premium all or any part of outstanding Floating Rate Loans comprising the same Advance in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Advances of Eurodollar Rate Loans may be voluntarily repaid or prepaid on or prior to the last day of the applicable Interest Period, subject to the indemnification provisions contained in Section 4.04, provided that the Borrower may not so prepay Eurodollar Rate Loans unless it shall have provided at least three (3) Business Days’ prior written notice to the Administrative Agent of such prepayment and provided, further that optional prepayments of Advances of Eurodollar Rate Loans made pursuant to Section 2.04(a) shall be for the entire amount of the outstanding Eurodollar Rate Loans that are Revolving Loans of such Advance. Prior to any repayment of any Advances of any Class under this Section, the Borrower shall select the Advances or Advances of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection. Each repayment of an Advance shall be applied ratably to the Loans included in the repaid Advance. Repayments of Advances shall be accompanied by accrued interest on the amounts repaid. (ii) In the event any Term Loans are subject to a Repricing Event prior to the one year anniversary of the Funding Date, a Term Lender whose Term Loans are prepaid or repaid in whole or in part, without premium or which penalty, upon at least three Working Days' irrevocable notice to the Administrative Agent, in the case of Eurodollar Loans or Eurocurrency Loans and one Business Day's irrevocable notice to the Administrative Agent, in the case of Alternate Base Rate Loans, specifying (i) the date and amount of such prepayment, (ii) the principal amount to be prepaid, (iii) whether the prepayment is required of Initial Term Loans, Deferred Draw Term Loans, Revolving Credit Loans, Swing Line Loans or Acquisition Loans or a combination thereof, and, if of a combination thereof, the amount of prepayment allocable to assign each (and, in the case of prepayments of the Acquisition Loans denominated in Approved Acquisition Currencies, the relevant Approved Acquisition Currency being prepaid) and (iii) whether the prepayment is of Eurodollar Loans, Eurocurrency Loans or Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount of prepayment allocable to each (and, with respect to such Eurodollar Loans and Eurocurrency Loans, each Tranche thereof). Upon receipt of any of its Term Loans such notice, the Administrative Agent will promptly notify each affected Lender thereof. If any such notice is given, the Company will make the prepayment specified therein, and such prepayment shall be due and payable on the date specified therein. Each partial prepayment pursuant to Section 2.19, in connection with such Repricing Event or which holds a Term Loan the All-in Yield of which is reduced as a result of a Repricing Event this subsection 10.2 shall be paid in an amount equal to 1.00% $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in the case of Swing Line Loans, $500,000 or a whole multiple of $100,000 in excess thereof) and shall comply with subsection 10.8(h). Any such optional prepayments of the aggregate principal Initial Term Loans or the Deferred Draw Term Loans shall be applied to the remaining installments thereof in inverse order of their scheduled maturities (to be applied first to the payments due under subsection 2.4(b) or subsection 3.4(b), as the case may be). (b) The Company and each Local Subsidiary may, subject to subsection 10.12, at any time and from time to time, prepay any Local Loans borrowed by it or Acceptances created for its account which are then outstanding, in whole or in part, without premium or penalty, upon at least three Working Days' irrevocable notice to the relevant Local Fronting Lender (with a copy to the Administrative Agent), in the case of Eurodollar Loans or Eurocurrency Loans, and two Business Day's irrevocable notice to such Local Fronting Lender, in the case of Alternate Base Rate Loans, Local Rate Loans or Acceptances, specifying (i) the date and amount of such prepayment, (ii) whether the amounts prepaid are on account of Acceptances or Local Loans (and, if on account of Local Loans, whether such Local Loans to be prepaid are denominated in Dollars or in a Denomination Currency, as the case may be) or a combination thereof, and, if a combination thereof, the amount of prepayment allocable to each and (iii) whether the prepayment is of Eurodollar Loans or Alternate Base Rate Loans (in the case of any prepayment of any such Loans denominated in Dollars) or Eurocurrency Loans or Local Rate Loans (otherwise) or (in either case) a combination thereof, and, if of a combination thereof, the amount of prepayment allocable to each (and, with respect to such Eurodollar Loans, Eurocurrency Loans or, to the extent applicable, Local Rate Loans, each Tranche thereof); provided, however, that Local Loans borrowed by way of overdrafts may be repaid on same-day notice without regard to any minimum amount of repayment required by this subsection 10.2(b), with any deposit of funds (whether by clearance of a check, receipt of a wire transfer or otherwise) in the account of the relevant Local Subsidiary maintained by the Local Fronting Lender with respect to such overdrafts being deemed to constitute such notice of prepayment. If any such notice is given, the relevant Local Borrower will make the prepayment specified therein, and such prepayment shall be due and payable on the date specified therein. Each partial prepayment of the Local Loans pursuant to this subsection 10.2 shall be in such minimum amount as may be mutually agreed upon by the relevant Local Fronting Lender and the relevant Borrower and shall comply with subsection 10.8(h); provided that in no event shall such minimum amount be greater than $500,000 or the Equivalent thereof in the relevant Denomination Currency. (c) The Company and each Acquisition Subsidiary may, subject to subsection 10.12, at any time and from time to time, prepay any Fronted Acquisition Loans borrowed by it which are then outstanding, in whole or in part, without premium or penalty, upon at least three Working Days' irrevocable notice to the relevant Acquisition Fronting Lender (with a copy to the Administrative Agent), in the case of Eurodollar Loans or Eurocurrency Loans, and two Business Day's irrevocable notice to such Acquisition Fronting Lender’s Term , in the case of Alternate Base Rate Loans, specifying (i) the date and amount of such prepayment, (ii) to the extent applicable, whether the amounts to be prepaid are on account of Fronted Acquisition Loans so prepaidwhich are denominated in Dollars, repaidApproved Acquisition Currencies or a combination thereof, assigned and, if a combination thereof, the amount of prepayment allocable to each and (iii) whether the prepayment is of Eurodollar Loans or repricedAlternate Base Rate Loans (in the case of any prepayment of any such Loans denominated in Dollars) or a combination thereof, and, if of a combination thereof, the amount of prepayment allocable to each (and, with respect to such Eurodollar Loans and Eurocurrency Loans, each Tranche thereof). If any such notice is given, the relevant Acquisition Borrower will make the prepayment specified therein, and such prepayment shall be due and payable on the date specified therein. Each partial prepayment of the Fronted Acquisition Loans pursuant to this subsection 10.2(c) shall be in such minimum amount as may be mutually agreed upon by the relevant Fronting Lender and the relevant Borrower and shall comply with subsection 10.8(h); provided that in no event shall such minimum amount be greater than $500,000 or the Equivalent thereof in the relevant Approved Acquisition Currency.