Common use of Optional Prepayments Clause in Contracts

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturity.

Optional Prepayments. (i) Upon prior The Borrower may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) and Revolving Credit Loans in whole or in part without premium or penalty (but subject 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 Days’ prior to Sections 2.12(gany 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 2.16)(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 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 Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. 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 Applicable PercentagesPro 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 first 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) Upon prior The Borrower may, upon notice in accordance to the Swing Line Lender (with Section 2.11(a)(iiia copy to the Administrative Agent), the Borrower Representative shall have the right at any time and or from time to time to time, voluntarily prepay any Borrowing of Revolving Swing Line Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty penalty; provided that (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall 1) such notice must be applied ratably to received by the Swingline Loans Swing Line Lender and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment (shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree)entire principal amount thereof then outstanding. Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof 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 be prepaid; providedthe contrary contained in this Agreement, that a the Borrower may rescind any notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective dateunder Section 2.05(a) if such condition is not satisfied. Promptly following receipt prepayment would have resulted from a refinancing of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders all of the contents thereof. Each partial prepayment of any Borrowing Facilities, which refinancing shall not be in an amount at least equal to the amount that would consummated or shall otherwise be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturitydelayed.

Optional Prepayments. (i) Upon prior The Borrower may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such any Class or Classes to be selected by the Borrower Representative in its sole discretion) and Revolving Credit Loans of any Class in whole or in part without premium or penalty (but subject except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to Sections 2.12(gthe Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and 2.16)(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 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 Refinancing 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 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 Lenders Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) Upon prior The Borrower may, upon notice in accordance to the Swing Line Lender (with Section 2.11(a)(iiia copy to the Administrative Agent), the Borrower Representative shall have the right at any time and or from time to time to time, voluntarily prepay any Borrowing of Revolving Swing Line Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty penalty; provided that (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall A) such notice must be applied ratably to received by the Swingline Loans Swing Line Lender and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment (orshall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree)entire principal amount thereof then outstanding. Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof 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 be prepaid; providedthe contrary contained in this Agreement, that a the Borrower may, subject to Section 3.05, rescind any notice of prepayment delivered by under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower Representative may state that such notice is conditioned upon the effectiveness (x) makes any prepayment of other transactionsany Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or each case prior to the specified effective datesix (6) if such condition is not satisfied. Promptly following receipt month anniversary of any such notice of prepayment relating to any Borrowingthe Second Amendment Effective Date, the Administrative Agent Borrower shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be pay a premium in an amount at least equal to the amount that would be permitted 1.00% of (A) in the case of an advance of a Borrowing clause (x), the amount of the same Type as provided Second Amendment Effective Date Term Loan being prepaid or (B) in Section 2.02(c) or such lesser the case of clause (y), the aggregate amount that is then of the applicable Second Amendment Effective Date Term Loans outstanding with respect immediately prior to such Borrowing being repaid. Each prepayment amendment, in each case to the Administrative Agent, for the ratable account of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect each of the applicable Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturityLenders.

Optional Prepayments. (ia) Upon prior The Borrower may, upon notice in accordance with Section 2.11(a)(iii)to the Agent pursuant to delivery to the Agent of a Notice of Loan Prepayment, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii)penalty, the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii)2.12; provided that, firstunless otherwise agreed by the Agent, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in such notice must be received by the case of a prepayment of a LIBO Rate Borrowing, Agent not later than 1:00 p.m. three 12:00 noon (New York City time) (1) two (2) Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the prior to any date of prepayment or of Term SOFR Loans and (C2) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment of Base Rate Loans; and (B) any prepayment of Loans shall be in a principal amount of $25,000,000 or a whole multiple of $5,000,000 in excess thereof, or, in if less, the case of clauses (A) through (C), such later date to which the Administrative Agent may agree)entire principal amount thereof then outstanding. Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and Notice of Loan Prepayment shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid; provided, that the Interest Period(s) of such Loans. Any prepayment of principal of any Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. Subject to Section 2.18, each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Borrowing. (b) Upon receipt of a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice pursuant to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowingthis Section, the Administrative Agent shall advise the relevant Lenders promptly notify each Bank of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans thereof and of such Class in the manner specified Bank’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturityBorrower.

Optional Prepayments. (i) Upon prior The Borrower may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) and Revolving Credit Loans in whole or in part without premium or penalty (but subject except as set forth below); provided that (1) such notice must be in a form acceptable to Sections 2.12(gthe Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days’ prior 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 2.16)(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 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 Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. 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 Applicable PercentagesPro Rata Shares. (ii) Upon prior The Borrower may, upon notice in accordance to the Swing Line Lender (with Section 2.11(a)(iiia copy to the Administrative Agent), the Borrower Representative shall have the right at any time and or from time to time to time, voluntarily prepay any Borrowing of Revolving Swing Line Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty penalty; provided that (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall 1) such notice must be applied ratably to received by the Swingline Loans Swing Line Lender and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment (shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree)entire principal amount thereof then outstanding. Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof 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 be prepaid; providedthe contrary contained in this Agreement, that a the Borrower may rescind any notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective dateunder Section 2.05(a) if such condition is not satisfied. Promptly following receipt prepayment would have resulted from a refinancing of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders all of the contents thereof. Each partial prepayment of any Borrowing Facilities, which refinancing shall not be in an amount at least equal to the amount that would consummated or shall otherwise be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturitydelayed.

Optional Prepayments. (ia) Upon prior notice in accordance with Section 2.11(a)(iii), the The Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving LoansBorrowing, in whole or in part without premium part, upon at least three Business Days’ prior written or penalty fax notice (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (Aor telephonic notice promptly confirmed by written notice) in the case of a prepayment of a LIBO Rate BorrowingEurodollar Loans, not later than 1:00 p.m. three or written or fax notice (or telephonic notice promptly confirmed by written notice) at least one Business Days before Day prior to the date of prepayment, (B) prepayment in the case of a prepayment of a BA Rate BorrowingABR Loans, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective datebefore 12:00 (noon), Local Time; provided, however, that (i) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each each partial prepayment of any Borrowing Loans denominated in Dollars shall be in an amount at least equal to the amount that would is an integral multiple of $100,000 and not less than $500,000 and (ii) each partial prepayment of Loans denominated in Euros shall be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment an integral multiple of €100,000 and not less than €500,000. (b) Optional prepayments of Term Loans made pursuant to this Section 2.11(a) 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 Class in the manner specified Borrowing by the Borrower Representative or, if not so specified amount stated therein on the date stated therein. All prepayments under this Section 2.12 shall be subject to Section 2.15 but otherwise without premium or prior 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 a termination of the Revolving Credit Commitments, the accrued and unpaid interest on the principal amount prepaid shall be payable on the next scheduled Interest Payment Date with respect to such optional prepayment, in direct order of maturityABR Revolving Loan or Swingline Loan.

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii), the The Borrower Representative shall have the right may at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part part, without premium or penalty (but subject penalty, upon irrevocable notice delivered to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, at least three Business Days prior thereto in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) Eurodollar Loans and at least one Business Day prior thereto in the case of a prepayment of a LIBO Base Rate BorrowingLoans, not later than 1:00 p.m. three Business Days before which notice shall (i) designate whether the Borrower is prepaying Revolving Credit 1 Loans, Revolving Credit 2 Loans, and/or Term Loans and (ii) specify the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidLoans; provided, that if a notice Eurodollar Loan is prepaid on any day other than the last day of prepayment delivered by the Interest Period applicable thereto, the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice shall also pay any amounts owing pursuant to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedSection 2.21. Promptly following Upon receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the promptly notify each relevant Lenders of the contents Lender thereof. Each partial prepayment 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 any Borrowing 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 each case, shall be in an aggregate principal amount at least equal to the amount that would be permitted in the case of an advance $5,000,000 or a whole multiple thereof. Partial prepayments of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Swing Line Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments in an aggregate principal amount of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on $100,000 or prior to the date of such optional prepayment, in direct order of maturitya whole multiple thereof.

Optional Prepayments. (a) Subject to Section 4.4, (i) Upon prior notice in accordance with Section 2.11(a)(iii)the Company may, the Borrower Representative shall have the right at any time and from time to time, upon irrevocable written notice to the Administrative Agent (which notice must be received by 11:00 a.m. (Chicago time) one Business Day prior to the requested day of prepayment in the case of Base Rate Loans and 11:00 a.m. (Chicago time) three Business Days prior to the date of prepayment in the case of Offshore Rate Loans), prepay any Borrowing of Revolving Loans in whole or in part, without premium or penalty, in an aggregate amount of $5,000,000 or a higher integral multiple of $100,000 and (ii) the Company may, from time to time, upon not less than three Business Days' irrevocable notice to the Administrative Agent, prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part part, without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders penalty, in accordance with their respective Applicable Percentagesan aggregate amount of $5,000,000 or a higher integral multiple of $100,000. (iib) Upon prior Each notice in accordance with Section 2.11(a)(iii), of prepayment shall specify the Borrower Representative shall have date and amount of such prepayment and the right at any time and from time Loans to time to prepay any Borrowing be prepaid. The Administrative Agent will promptly notify each Lender of Revolving Loans its receipt of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans such notice and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each of such Lender's share of such prepayment shall be paid to the based upon such Lender's Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (andPercentage, in the case of a prepayment of a Swingline LoanRevolving Loans, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) Term A Percentage, in the case of a prepayment of a LIBO Rate BorrowingTerm A Loans or Term B Percentage, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate BorrowingTerm B Loans. If any such notice is given by the Company, not later than 1:00 p.m. three Business Days before the date of Company shall make such prepayment or (C) and the payment amount specified in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in due and payable on the proviso date specified therein, together with accrued interest to this sentence) such date on the amount prepaid and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof any amounts required pursuant to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereofSection 4.4. Each partial prepayment of any Borrowing Revolving Loans shall be in an amount at least equal applied to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect each Revolving Lender's Revolving Loans according to such Borrowing being repaidRevolving Lender's Revolving Percentage. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of pro rata to the Term A Loans and Term B Loans; provided, that if the Company elects to provide the holders of Term B Loans with the option to waive their right to accept any such voluntary prepayment, and any such Lender notifies the Administrative Agent of such Class in the manner specified by the Borrower Representative or, if Lender's waiver of such prepayment not so specified on or later than two Business Days prior to the date of such optional prepayment, 50% of the portion of any such prepayment which would have been applied to such Lender's Term B Loans shall be applied pro rata to the remaining installments of the Term A Loans of all Lenders and the remaining 50% may be retained by the Company; provided, further, that once the Term A Loans shall have been fully repaid, such remaining prepayment amounts, if any, shall be applied pro rata to the Term B Loans. All prepayments of the Term Loans pursuant to this Section 2.7 shall be applied pro rata to the unpaid installments of each of the Term A Loans and Term B Loans; provided, however, that, at the Company's option, a portion of any such prepayment may be applied to unpaid installments of the Term A Loans in direct forward order of maturity, but the amount so applied in any period of four consecutive fiscal quarters may not exceed 50% of the amount of the scheduled installments of the Term A Loans during such period (without giving effect to any reduction to such scheduled installments as a result of mandatory or voluntary prepayments).

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii), the The Borrower Representative shall have the right may at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty on any Interest Payment Date (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.163.5(ii). Revolving Loan prepayments made pursuant ); provided that the Borrower shall deliver notice to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses 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) through not later than 11:00 a.m. five (C)5) Business Days prior to any proposed date of prepayment of Term Loans or LIBOR Revolving Loans, such and (B) not later than 11:00 a.m. on the proposed date to which of prepayment of Base Rate Revolving Loans. Any prepayment shall (x) in the Administrative Agent may agree)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 (except as set forth in the proviso to this sentence) and shall specify (A) the date and amount of such prepayment, (B) whether the prepayment date and is of Term Loans or Revolving Loans or a combination thereof, and, if a combination thereof, the principal amount of each Borrowing or portion thereof prepayment allocable to each, and (C) with respect to prepayments of Revolving Loans, the amounts to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative applied to each Revolving Loan outstanding. (by notice to the Administrative Agent on or prior to the specified effective dateii) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowingvoluntary prepayment, the Administrative Agent shall advise the relevant applicable Lenders of the contents thereof. Each partial With respect to any proposed prepayment of any Borrowing Term Loans, the Required Class B Lenders may, not later than three (3) Business Days after the giving of such notice, elect by written notice to the Administrative Agent that such prepayment of Term Loans shall be applied in an amount at least equal to the amount that would be permitted in the case accordance with clause (B) of an advance of a Borrowing Section 2.8(b)(iii). (iii) Optional prepayments of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a2.8(b) shall be applied against (A) to prepay the remaining scheduled installments of principal due Class A Loans until paid in respect of full and thereafter to prepay the Class B Loans or (B) if the Required Class B Lenders shall so elect in accordance with Section 2.8(b)(ii), pro rata to the Term Loans of such Class in outstanding. (iv) Any prepayment pursuant to this Section 2.8(b) applied to prepay the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturityRevolving Loans may be reborrowed.

Optional Prepayments. (i) Upon prior The Borrower may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such any Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject except as set forth in Section 2.05(a)(iii)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., Local Time (A) three (3) Business Days prior to Sections 2.12(gany date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans and 2.16)(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. 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 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 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 to prepay the Term Loans on a pro rata basis across Classes and pro rata among Lenders within each Class in accordance with the respective outstanding principal amounts thereof (which prepayments shall be applied to 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) Upon prior notice Notwithstanding anything to the contrary contained in accordance with Section 2.11(a)(iii)this Agreement, the Borrower Representative shall have the right at may rescind any time and from time to time to prepay any Borrowing notice of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to prepayment under Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each 2.05(a) if such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages would have resulted from a refinancing of all of the relevant ClassFacilities, which refinancing shall not be consummated or shall otherwise be delayed. (iii) The Borrower Representative shall notify In the Administrative Agent (andevent that, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date that is six (6) months after the Term Loan Closing Date, the Borrower (i) makes 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 Borrower shall pay or cause to be paid 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 1.00% of the amount of the Term B Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Term B Loans outstanding immediately prior to such optional prepayment, in direct order of maturityamendment.

Optional Prepayments. (i) Upon prior The Borrower may, upon written notice in accordance with Section 2.11(a)(iii)to the Administrative Agent by the Borrower, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such any Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject except as set forth in Section 2.03(e)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) U.S. Government Securities Business Days prior to Sections 2.12(gany date of prepayment of SOFR Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and 2.16)(2) any prepayment of SOFR Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a SOFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. Each prepayment of the Loans pursuant to this Section 2.03(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 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice Notwithstanding anything to the contrary contained in accordance with Section 2.11(a)(iii)this Agreement, the Borrower Representative shall have the right at may rescind any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective dateunder Section 2.03(a) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders would have resulted from a refinancing of the contents thereof. Each partial prepayment of any Borrowing applicable Facility, which refinancing shall not be in an amount at least equal to the amount that would consummated or shall otherwise be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturitydelayed.

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii)paragraph (a)(iii) of this Section, the Borrower Representative Term Borrowers shall have the right at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject (A) (i) in the case of Borrowings of 2021 Repricing Term Loans only, to Sections 2.12(gSection 2.12(f) and (ii) in the case of Borrowings of Eleventh Amendment Dollar Refinancing Term Loans and the Eleventh Amendment Euro Refinancing Term Loans only, to Section 2.12(g), and (B) if applicable, to Section 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable PercentagesPercentages of the relevant Class. (ii) Upon prior notice in accordance with Section 2.11(a)(iii)paragraph (a)(iii) of this Section, the Borrower Representative Revolving Borrowers shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including Class and/or any Additional Revolving Borrowing of Swingline Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to ; provided that (A) after the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including establishment of any Additional Revolving Loans, any such prepayment of any Borrowing of Revolving Loans of any Class shall be subject to the provisions set forth in Section 2.22, 2.23, 2.25 and/or 9.02, as applicable and (B) no Borrowing of Revolving Loans may be prepaid unless all Swingline Loans then outstanding, if any, are prepaid concurrently therewith. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, and the Swingline Lender, as applicable) in writing of any prepayment under this Section 2.11(a) (Ai) in the case of a any prepayment of a LIBO Rate Borrowing or a Daily Simple ▇▇▇▇▇ Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (Bii) in the case of a any prepayment of a BA Term SOFR Rate Borrowing, not later than 1:00 p.m. three US Government Securities Business Days before the date of prepayment or prepayment, (Ciii) in the case of a any prepayment of an Alternate Base ABR Borrowing, not later than 11:00 a.m., on the date of prepayment, (iv) in the case of any prepayment of a Canadian Prime Rate Borrowing, Canadian Prime Rate Borrowing not later than 10:00 a.m., on the date of prepayment or (v) in the case of any prepayment of any Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C)each case, such later date time as to which the Administrative Agent may reasonably agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof or each relevant Class to be prepaid; provided, provided that a any notice of prepayment delivered by the Borrower Representative may state that such notice is be conditioned upon the effectiveness of other transactions, in which case, case such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type and Class as provided in Section 2.02(c) ), or such lesser amount that is then outstanding with respect to such Borrowing being repaid (and in increments of $100,000 in excess thereof or such lesser incremental amount that is then outstanding with respect to such Borrowing being repaid). Each prepayment of Term Loans shall be applied to the Class or Classes of Term Loans specified in the applicable prepayment notice, and each prepayment of Term Loans of such Class or Classes made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class or Classes in the manner specified by the Borrower Representative or, if not so specified in the absence of any such specification on or prior to the date of such the relevant optional prepayment, in direct order of maturity.

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii), the The Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing time; provided, however, that each partial prepayment of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the 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 Loans and to outstanding LC Disbursements and, second, Loan shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loansin a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. Each The Borrower shall give irrevocable notice of such prepayment shall be paid in writing to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (andwhich shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of a EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of a Swingline LoanAlternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the Swingline Lender) proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in writing of any prepayment Alternative Currency. Amounts prepaid under this Section 2.11(a2.7(a) (Ashall 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) in shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the case 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 Administrative Agent, interest on the principal amount prepaid shall be due and payable on any date that a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before is made hereunder through the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. . Amounts prepaid on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) Revolving Loans and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice Swingline Loans may be revoked or its effectiveness deferred by reborrowed in accordance with the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturityterms hereof.

Optional Prepayments. (i) Upon prior The Borrower may, upon written notice in accordance with Section 2.11(a)(iii)to the Administrative Agent by the Borrower, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such any Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject except as set forth in Section 2.03(e)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to Sections 2.12(gany date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and 2.16)(2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. Each prepayment of the Loans pursuant to this Section 2.03(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 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice Notwithstanding anything to the contrary contained in accordance with Section 2.11(a)(iii)this Agreement, the Borrower Representative shall have the right at may rescind any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective dateunder Section 2.03(a) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders would have resulted from a refinancing of the contents thereof. Each partial prepayment of any Borrowing applicable Facility, which refinancing shall not be in an amount at least equal to the amount that would consummated or shall otherwise be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturitydelayed.

Optional Prepayments. (i) Upon prior The Borrower may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such any Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject except as set forth in Section 2.05(a)(iii)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., Local Time (A) three (3) Business Days prior to Sections 2.12(gany date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans and 2.16)(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. 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 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 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 to prepay the Term Loans on a pro rata basis across Classes and pro rata among Lenders within each Class in accordance with the respective outstanding principal amounts thereof (which prepayments shall be applied to 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) Upon prior notice Notwithstanding anything to the contrary contained in accordance with Section 2.11(a)(iii)this Agreement, the Borrower Representative shall have the right at may rescind any time and from time to time to prepay any Borrowing notice of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to prepayment under Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each 2.05(a) if such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages would have resulted from a refinancing of all of the relevant ClassFacilities, which refinancing shall not be consummated or shall otherwise be delayed. (iii) The Borrower Representative shall notify In the Administrative Agent (andevent that, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date that is six (6) months after the Closing Date, the Borrower (i) makes 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 Borrower shall pay or cause to be paid 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 1.00% of the amount of the Term B Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Term B Loans outstanding immediately prior to such optional prepayment, in direct order of maturityamendment.

Optional Prepayments. (ia) Upon prior notice in accordance with Section 2.11(a)(iii), the Each Borrower Representative shall have the right may at any time and from time to time to prepay any Borrowing of Term its Committed Rate Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part part, without premium or penalty (penalty, but subject to Sections 2.12(g) and 2.16the provisions of subsection 2.14, upon at least three Working Days’ irrevocable notice (by 11:00 A.M. Local Time). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline LoanEurocurrency Loans, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) 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 of its Eurocurrency Loans, ABR Loans, or a prepayment combination thereof, and if of a LIBO Rate Borrowingcombination thereof, not later than 1:00 p.m. three Business Days before 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 subsections 2.14 and 2.15. Except as provided in the immediately following sentence, partial prepayments shall be in an aggregate principal amount of prepayment$5,000,000, or a whole multiple thereof (B) or comparable amounts reasonably determined by the Administrative Agent in the case of a prepayment Foreign Currency Loans); provided, however, that after giving effect thereto, the aggregate principal amount of a BA all Committed Rate Borrowing, Loans made on the same Borrowing Date shall not later be less than 1:00 p.m. three Business Days before $25,000,000 (or comparable amounts reasonably determined by the date of prepayment or (C) Administrative Agent in the case of Foreign Currency Loans). Anything contained in this subsection 2.6 to the contrary notwithstanding, partial prepayments of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on Cancelled Bank’s Loans in connection with the date of prepayment (or, in the case of clauses (A) through (Ctermination 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 later date to which the Administrative Agent may agree). Each such notice shall be irrevocable Cancelled Bank’s Commitment (except as set forth in the proviso to this sentencewhole or in part) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the principal amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class Bank being prepaid, notwithstanding the amount thereof, and shall be permitted notwithstanding the provisions of the foregoing proviso. The Company and the Capital Corporation may prepay Negotiated Rate Loans or Bid 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 manner specified by Total Extensions of Credit shall be equal to or less than the Borrower Representative or, if not so specified on or prior Total Commitments and (ii) pay interest and fees accrued to the date of such optional prepaymentpayment, prepayment or reduction on the principal so prepaid or reduced and any amounts payable under subsection 2.14 in direct order of maturityconnection therewith.

Optional Prepayments. (ia) Upon prior notice in accordance with The Company may, subject to Section 2.11(a)(iii)7.11, the Borrower Representative shall have the right at any time and from time to time to time, prepay any Borrowing of Term Revolving Credit Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but and, subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii)proviso hereto, the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Swing Line Loans of any Class, including any Additional Revolving Loansborrowed by it which are then outstanding, in whole or in part part, without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii)penalty, first, shall be applied ratably upon at least three Working Days’ irrevocable notice to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (andAgent, in the case of a prepayment of a Swingline LoanEurodollar Loans or Eurocurrency Loans, one Business Day’s irrevocable notice to the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) Administrative Agent, in the case of a prepayment of a LIBO Alternate Base Rate BorrowingLoans (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., not later than 1:00 p.m. three Business Days before New York City time) on the date of prepayment, (B) 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 of Revolving Credit Loans or Swing Line Loans or a prepayment combination thereof, and, if of a BA Rate Borrowingcombination thereof, not later than 1:00 p.m. three Business Days before the date amount of prepayment allocable to each and (iv) whether the prepayment is of Eurodollar Loans, Eurocurrency Loans or (C) in the case of a prepayment of an Alternate Base Rate BorrowingLoans or a combination thereof, Canadian Prime Rate Borrowing or Swingline Loanand, 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 later than 1:00 p.m. prepay any Swing Line Loans on any day on which the Company has requested a borrowing thereof. Upon receipt of 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 7.2(a) shall be in an amount equal to $5,000,000 or a whole multiple of prepayment $1,000,000 in excess thereof (or, in the case of clauses (A) through (C)Swing Line Loans, such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth $500,000 or a whole multiple of $100,000 in the proviso to this sentenceexcess thereof) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in comply with Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturity7.7(g).

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right The Borrowers may at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part part, without premium or penalty penalty, upon irrevocable notice (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii)provided that any such notice may be conditioned on the occurrence of a transaction or other event and, first, shall be applied ratably if such condition is not satisfied on or prior to the Swingline Loans and to outstanding LC Disbursements anddate of such prepayment, second, shall may be applied ratably revoked by the Parent Borrower in a written notice to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid Administrative Agent) delivered to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (anda) at least three Business Days prior thereto, in the case of a prepayment of a Swingline LoanEurocurrency Loans denominated in Dollars, the Swingline Lender(b) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three at least five Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (orprior thereto, in the case of clauses Eurocurrency Loans denominated in any Optional Currency, and (Ac) through (C)at least one Business Day prior thereto, such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and case of ABR Loans, which notice shall specify the prepayment date and the principal amount of each Borrowing prepayment and whether the prepayment is of Eurocurrency Loans or portion thereof 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 be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedSection 2.21. Promptly following Upon receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the promptly notify each relevant Lenders of the contents Lender thereof. Each partial prepayment 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 (except in the case of any Borrowing Revolving Credit Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Credit Loans shall be in an aggregate principal amount at least equal of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. Amounts to the amount that would be permitted applied in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding connection with respect to such Borrowing being repaid. Each prepayment prepayments of Term Loans made pursuant to this Section 2.11(a) 2.11 shall be applied against the to remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified as directed by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturityParent Borrower.

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii)Borrower may not, the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid prior to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii)Maturity Date, the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loansprepay, in whole or in part without premium part, the Loans other than (a) a deemed repayment of the Loans upon a conversion thereof in accordance with Section 15, or penalty (but b) any full or partial prepayment or repayment of any Loan upon (i) a Change of Control, but, for the avoidance of doubt, excluding any Loan subject to Section 2.16). Revolving a Conversion Notice, or (ii) acceleration of the maturity of the Loan prepayments made (whether such acceleration has occurred in accordance with the terms hereof or by law, including by virtue of a bankruptcy or similar event) but, for the avoidance of doubt, excluding any Loan subject to a Conversion Notice; provided, that any such payment pursuant to this Section 2.11(a)(ii), first, clause (b) shall be applied ratably accompanied by the Prepayment Premium. The Borrower will provide irrevocable written notice, in the form attached hereto as Exhibit B, to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably Administrative Agent by 12:00 p.m. (Eastern Time) not less than one (1) Business Day prior to the outstanding Revolving Loans, including date of any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree)3.03. Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the proposed date of such prepayment date and the principal amount of each Borrowing the Loan or portion thereof to be prepaid; provided, that a notice of prepayment delivered prepaid and shall be accompanied by the Borrower Representative may state that such notice is conditioned upon payment of the effectiveness of other transactions, appropriate Prepayment Premium by a wire transfer in which case, such notice may be revoked or its effectiveness deferred immediately available funds by the Borrower Representative 12:00 p.m. (by notice Eastern Time) to the Administrative Agent on or prior to at the specified effective date) if such condition is not satisfiedPayment Office. Promptly following Upon receipt of any such notice of prepayment relating to any Borrowingnotice, the Administrative Agent shall advise the relevant Lenders promptly notify each affected Lender of the contents thereofthereof and of such Lender’s prepayment amount in proportion to such Lender’s Pro Rata Share of the Loans. Each partial prepayment of any Borrowing If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in an amount at least equal such notice, together with accrued interest to such date on the amount that would so prepaid in accordance with Section 3.02(c). For the avoidance of doubt, any prepayments permitted pursuant to Section 13.04(d) shall not be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant subject to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturity3.03.

Optional Prepayments. (i) Upon prior The Borrower may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) and Revolving Credit Loans in whole or in part without premium or penalty (but subject 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 Sections 2.12(gany 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 2.16)(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 Lenders Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable PercentagesPercentages 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 first anniversary of the Closing Date, the Borrower (a) 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 (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 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) Upon prior The Borrower may, upon notice in accordance to the Swing Line Lender (with Section 2.11(a)(iiia copy to the Administrative Agent), the Borrower Representative shall have the right at any time and or from time to time to time, voluntarily prepay any Borrowing of Revolving Swing Line Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty penalty; provided that (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall A) such notice must be applied ratably to received by the Swingline Loans Swing Line Lender and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment (orshall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree)entire principal amount thereof then outstanding. Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof 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 be prepaid; providedthe contrary contained in this Agreement, that a the Borrower may, subject to Section 3.05, rescind any notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective dateunder Section 2.05(a) if such condition is not satisfied. Promptly following receipt prepayment would have resulted from a refinancing of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders all of the contents thereof. Each partial prepayment of any Borrowing Facilities and Incremental Facilities, which refinancing shall not be in an amount at least equal to the amount that would consummated or shall otherwise be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturitydelayed.

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii), the The Borrower Representative shall have the right may at any time and from time to time to prepay any Borrowing of Term Revolving Credit Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Swingline Loans, in whole or in part without premium part, with irrevocable prior written notice to the Administrative Agent substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 2:00 p.m. (i) on the same Business Day as each Base Rate Loan and each Swingline Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan, specifying the date and amount of prepayment and whether the prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline Loans or penalty a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Revolving Credit Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date set forth in such notice. Partial prepayments shall be in an aggregate amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Base Rate Loans (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(iiother than Swingline Loans), first, $10,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans and $1,000,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 2:00 p.m. shall be applied ratably to deemed received on the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loansnext Business Day. Each such prepayment repayment shall be accompanied by any amount required to be paid pursuant to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (andSection 4.9 hereof, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before if such amount is known on the date of prepayment, or if such amount is not then known, the Borrower shall pay such amount within five (B5) in Business Days after the case Borrower receives notice from the relevant Lender of such amount. Notwithstanding the foregoing, any Notice of a prepayment Prepayment delivered in connection with any refinancing of a BA Rate Borrowingall of the Credit Facility with the proceeds of such refinancing or of any incurrence of Indebtedness, not later than 1:00 p.m. three Business Days before may be, if expressly so stated to be, contingent upon the date consummation of prepayment such refinancing or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent incurrence and may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered revoked by the Borrower Representative may state in the event such refinancing is not consummated (provided that the failure of such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by contingency shall not relieve the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due from its obligations in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturitythereof under Section 4.9).

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii), the The Borrower Representative shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily terminate Term A Commitments or Term B Commitments, in whole or in part, prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) and Revolving Credit Loans in whole or in part without premium or penalty (but subject 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 Sections 2.12(gany 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 2.16)(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 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 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 Lenders Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable PercentagesPercentages 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) Upon prior The Borrower Representative may, upon notice in accordance to the Swing Line Lender (with Section 2.11(a)(iiia copy to the Administrative Agent), the Borrower Representative shall have the right at any time and or from time to time to time, voluntarily prepay any Borrowing of Revolving Swing Line Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty penalty; provided that (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall A) such notice must be applied ratably to received by the Swingline Loans Swing Line Lender and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment (orshall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, in or the case of clauses (A) through (C), such later date to which the Administrative Agent may agree)entire principal amount thereof then outstanding. Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof 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 be prepaid; providedthe contrary contained in this Agreement, that a the Borrower Representative may, subject to Section 3.05, rescind any notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective dateunder Section 2.05(a) if such condition is not satisfied. Promptly following receipt prepayment would have resulted from a refinancing of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders all of the contents thereof. Each partial prepayment of any Borrowing Facilities and Incremental Facilities, which refinancing shall not be in an amount at least equal to the amount that would consummated or shall otherwise be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturitydelayed.

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii), the The Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part time, without premium or penalty (but subject to Sections 2.12(g) and 2.16Section 4.4(a)(ii). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving the Term Loans, in whole or in part without premium or penalty (but subject part, upon delivery to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a Notice of Prepayment not later than 12:00 p.m. (i) on the same Business Day as the prepayment of a Swingline Loan, the Swingline LenderBase Rate Loan and (ii) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. at least three RFR Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate BorrowingTerm SOFR Loan, not later than 1:00 p.m. three Business Days before specifying the date and amount of prepayment repayment, whether the repayment is of Term SOFR Loans or (C) in the case of a prepayment of an Alternate Base Rate BorrowingLoans or a combination thereof, Canadian Prime Rate Borrowing or Swingline Loanand if a combination thereof, not later than 1:00 p.m. on the date amount allocable to each and the applicable Class of Term Loans being prepaid. If such notice is given by Borrower, Borrower shall make such prepayment (or, and the payment amount specified in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in due and payable on the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidspecified therein; provided, provided that a such notice of prepayment delivered by the Borrower Representative may state that such notice the prepayment is conditioned upon the effectiveness of other credit facilities, acquisitions, dispositions or other transactions, in which case, such notice may be revoked or its effectiveness deferred modified by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective prepayment date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial optional prepayment of any Borrowing Class of Term Loans hereunder shall be in an aggregate principal amount of at least equal $1,000,000 or any whole multiple of $500,000 in excess thereof and shall be applied to the amount outstanding principal installments of any Incremental Term Loans as directed by the Borrower, provided that would be permitted in the case absence of an advance such direction, optional prepayment shall be applied to outstanding principal installments in direct order of a Borrowing maturity. Each repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. A Notice of Prepayment received after 12:00 p.m. shall be deemed received on the next Business Day or RFR Business Day, as applicable. The Administrative Agent shall promptly notify the applicable Term Loan Lenders of each Notice of Prepayment. Notwithstanding the foregoing, (x) any Notice of Prepayment delivered in connection with any refinancing of all or any portion of the same Type as provided Term Loan Facility with the proceeds of such refinancing or of any other Incurrence of Indebtedness or the receipt of Net Cash Proceeds of Asset Disposition may be, if expressly so stated to be, contingent upon the consummation of such refinancing, Incurrence or receipt and may be revoked by the Borrower in Section 2.02(c) the event such refinancing is not consummated or such lesser amount Net Cash Proceeds are not received; provided that the delay or failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 5.9 and (y) the Borrower may not repay Extended Term Loans of any Extension Series unless such prepayment is then outstanding with respect to such Borrowing being repaid. Each prepayment accompanied by a pro rata (or greater) repayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Existing Term Loan Class from which such Extended Term Loans were converted (or such Term Loans of such the Existing Term Loan Class have otherwise been repaid in the manner specified by the Borrower Representative or, if not so specified full). (ii) All (a) prepayments of First Amendment Incremental Term Loans pursuant to Section 4.4(a)(i) or Section 4.4(b)(i) effected on or prior to the date that is six months after the First Amendment Effective Date in connection with a Repricing Transaction and (b) amendments, amendments and restatements or other modifications of this Agreement on or prior to the date that is six months after the First Amendment Effective Date constituting Repricing Transactions shall, in each case, be accompanied by a fee payable to the First Amendment Incremental Term Lenders in an amount equal to 1.0% of the aggregate principal amount of the First Amendment Incremental Term Loans so prepaid, in the case of a transaction described in clause (a) of this paragraph, or 1.0% of the aggregate principal amount of First Amendment Incremental Term Loans affected by such amendment, amendment and restatement or other modification (including any such Loans assigned in connection with the replacement of a First Amendment Incremental Term Lender not consenting thereto), in the case of a transaction described in clause (b) of this paragraph. Such fee shall be paid by the Borrower to the Administrative Agent, for the account of the First Amendment Incremental Term Lenders in respect of the First Amendment Incremental Term Loans on the date of such optional prepayment, in direct order of maturity.

Optional Prepayments. (i) Upon prior notice Except as provided in accordance with Section 2.11(a)(iii4.4(c), the applicable Borrower Representative shall have the right at any time and from time to time time, without premium or penalty, to prepay any Borrowing of the Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii)part, first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice delivery to the Administrative Agent of a Notice of Prepayment not later than 11:00 a.m. (i) on the same Business Day as each Base Rate Loan, (ii) at least one (1) Business Day before each Canadian Base Rate Loan and (iii) at least three (3) Business Days before each LIBOR RateSOFR Loan or prior to CDOR Rate Loan, as applicable, specifying the specified effective date) 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 such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowinga combination thereof, the Administrative Agent shall advise amount allocable to each and whether the relevant Lenders repayment is of the contents Initial Term Loan, an Incremental Term Loan or a combination thereof, and if a combination thereof, the amount allocable to each. Each partial optional prepayment of any Borrowing the Term Loans hereunder shall be in an aggregate principal amount of at least equal $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 amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled principal installments of principal due in respect of the Term Loans of such Class in the manner specified being so repaid as directed by the Borrower Representative applicable Borrowers (or, if not so specified on or prior to the date of such optional prepaymentdirected, in direct order of maturity). Each repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 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 any refinancing of all of the Credit Facility with the proceeds of such refinancing or of any other incurrence of Indebtedness may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence and may be revoked by the 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) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) at par in whole or in part without premium or penalty (but part, subject to Sections 2.12(gthe requirements of this Section. Subject to Section 2.19, prior to any optional prepayment of Borrowings pursuant to this Section 2.09(a)(i), the Company shall select the Borrowing or Borrowings (including the Class) to be prepaid and 2.16). Each shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. Any prepayment of a Borrowing of any Class of Term Loans pursuant to this Section 2.09(a)(i) shall be paid applied to reduce the Lenders subsequent scheduled and outstanding repayments of such Borrowings of such Class to be made pursuant to this Section as directed by the applicable Borrower (or, absent such direction, in accordance with their respective Applicable Percentagesdirect order of maturity). (ii) Upon prior notice Notwithstanding anything to the contrary in accordance with Section 2.11(a)(iii2.09(a)(i), so long as no Default has occurred and is continuing, and after giving effect to such prepayment, (x) the Senior Debt Ratio would be less than 3.50 to 1.00 and (y) no proceeds of Revolving Credit Loans are used for such purpose, any Borrower Representative shall have may prepay, at a discount to the right par value thereof (or at any time and from time to time to prepay any Borrowing of Revolving other price established through the procedures described in this Section 2.09(a)(ii)), Term Loans of any ClassClass of Lenders who consent to such prepayment by offering to prepay such Term Loans from each Lender holding such Class of Term Loans (any such payment, including an “Offered Range Voluntary Prepayment”) by providing written notice to the Administrative Agent substantially in the form of Exhibit H hereto that such Borrower is offering to prepay such Term Loans at a discount to par (or such other price as shall be established) (such notice, an “Offered Range Prepayment Option Notice”) and specifying the Class or Classes of Term Loans to which such offer is being made, the aggregate amount of consideration to be utilized for such prepayment (such amount, to be no less than $10,000,000, the “Proposed Offered Range Prepayment Amount”), specifying a price or price range, expressed as a percentage of par value (the “Proposed Range”), and specifying the date upon which the Lenders are required to indicate their election with respect to the prepayment (such date, to be no less than five Business Days after the date upon which the applicable Borrower provides the Offered Range Prepayment Option Notice to the Administrative Agent, the “Acceptance Date”). Upon receiving the Offered Range Prepayment Option Notice, the Administrative Agent shall promptly notify the applicable Lenders thereof, and any Additional Revolving Lender wishing to have its Term Loans of the applicable Class prepaid pursuant to such offer shall, on or prior to the Acceptance Date, specify by written notice substantially in the form of Exhibit I hereto (each, a “Lender Participation Notice”) to the Administrative Agent (A) the lowest purchase price (the “Acceptable Purchase Price”) within the Proposed Range and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Term Loans of the applicable Class held by such Lender with respect to which such Lender is willing to permit an Offered Range Voluntary Prepayment at the Acceptable Purchase Price (“Offered Loans”). Based on the Acceptable Purchase Prices and principal amounts of Term Loans of the applicable Class specified by the Lenders in the applicable Lender Participation Notices, the Administrative Agent, in whole consultation with the applicable Borrower, shall determine the applicable purchase price for Term Loans (the “Applicable Purchase Price”), which Applicable Purchase Price shall be (A) the purchase price specified by the applicable Borrower if such Borrower has selected a single purchase price pursuant to this Section 2.09(a)(ii) for the Proposed Range or (B) otherwise, the lowest Acceptable Purchase Price at which such Borrower may pay the Proposed Offered Range Prepayment Amount in part full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the lowest Acceptable Purchase Price); provided, however, that in the event that such Proposed Offered Range Prepayment Amount cannot be repaid in full at any Acceptable Purchase Price, the Applicable Purchase Price shall be the highest Acceptable Purchase Price specified by the Lenders that is within the Proposed Range. The Applicable Purchase Price shall be applicable for all Lenders who have offered to participate in the Offered Range Voluntary Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Term Loans of the applicable Class whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept an Offered Range Voluntary Prepayment of any of its Term Loans of the applicable Class at any price within the Proposed Range. The applicable Borrower shall make an Offered Range Voluntary Prepayment by prepaying those Term Loans (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Purchase Price that is equal to or less than the Applicable Purchase Price (“Qualifying Loans”) at the Applicable Purchase Price; 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 Offered Range Prepayment Amount, such amounts in each case calculated at the Applicable Purchase Price, such Borrower 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 Offered Range Prepayment Amount, such amounts in each case calculated at the Applicable Purchase Price, the applicable Borrower shall prepay all Qualifying Loans. Each Offered Range 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 Purchase Price and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii2.14), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, upon irrevocable notice substantially in the case form of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) Exhibit J hereto (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of each an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C“Offered Range Voluntary Prepayment Notice”), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowingno later than 1:00 p.m., the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative orNew York City time, if not so specified on or three Business Days prior to the date of such optional prepaymentOffered Range Voluntary Prepayment, which notice shall specify the date and amount of the Offered Range Voluntary Prepayment and the Applicable Purchase Price determined by the Administrative Agent. Upon receipt of any Offered Range Voluntary Prepayment Notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any Offered Range Voluntary Prepayment Notice is given, the amount specified in direct order such notice shall be due and payable to the applicable Lenders, subject to the Applicable Purchase Price for 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. Any prepayment of maturityprincipal pursuant to this Section 2.09(a)(ii) shall be applied pro rata to reduce the amortization payments of such Class of Loans.

Optional Prepayments. (i) Upon prior Each Borrower may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent, the Borrower Representative shall have the right at any time and or from time to time voluntarily prepay Loans made to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) it in whole or in part without premium or penalty penalty; provided that (but subject 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 Days prior to Sections 2.12(gany date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans and (y) in 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 $1,000,000 or a whole multiple of $500,000 in excess thereof; (3) 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 2.16(3), 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 Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. Any prepayment of a Eurocurrency Rate 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 paid to the Appropriate Lenders in accordance with their respective Applicable PercentagesPro 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) Upon prior The Borrowers may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent, the Borrower Representative shall have the right at any time and or from time to time to time, voluntarily prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, Protective Advances in whole or in part without premium or penalty penalty; provided that (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall 1) such notice must be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify received by the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment10:00 a.m., (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment New York City time (or, in the case of clauses a Protective Advance made to the Maltese Borrower, 12:00 noon, London time) on the date of the prepayment and (A2) through (C)any such prepayment of Protective Advances shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, such later date to which or the Administrative Agent may agree)entire principal amount thereof then outstanding. Each such 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 in whole or in part without premium or penalty; provided that (1) such notice must be irrevocable received by such Swing Line Lender and the Administrative Agent not later than 10:00 a.m., New York City time, on the date of the prepayment and (except as set forth 2) any such prepayment of Swing Line Loans shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, or the proviso to this sentence) and entire principal amount thereof then outstanding. Each such notice shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturity.

Optional Prepayments. (i) Upon prior The Borrower may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such any Class or Classes to be selected by the Borrower Representative in its sole discretion) and Revolving Credit Loans of any Class in whole or in part without premium or penalty (but subject except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to Sections 2.12(gthe Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and 2.16)(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 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 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 Lenders Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities and Incremental Facilities. (ii) Upon prior The Borrower may, upon notice in accordance to the Swing Line Lender (with Section 2.11(a)(iiia copy to the Administrative Agent), the Borrower Representative shall have the right at any time and or from time to time to time, voluntarily prepay any Borrowing of Revolving Swing Line Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty penalty; provided that (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall A) such notice must be applied ratably to received by the Swingline Loans Swing Line Lender and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment (orshall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree)entire principal amount thereof then outstanding. Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof 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 be prepaid; providedthe contrary contained in this Agreement, that a the Borrower may, subject to Section 3.05, rescind any notice of prepayment delivered by 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 Representative may state that such notice is conditioned upon the effectiveness (x) makes any prepayment of other transactionsany Term B-4 Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-4 Loans, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or each case prior to the specified effective datesix (6) if such condition is not satisfied. Promptly following receipt month anniversary of any such notice of prepayment relating to any Borrowingthe Third Amendment Effective Date, the Administrative Agent Borrower shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be pay a premium in an amount at least equal to the amount that would be permitted 1.00% of (A) in the case of an advance of a Borrowing of clause (x), the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term B-4 Loans of such Class being prepaid or (B) in the manner specified by case of clause (y), the Borrower Representative or, if not so specified on or aggregate amount of the applicable Term B-4 Loans outstanding immediately prior to the date of such optional prepaymentamendment, in direct order each case to the Administrative Agent, for the ratable account of maturityeach of the applicable Term Lenders.

Optional Prepayments. (i) Upon prior The Borrower may, upon notice to the Administrative Agent (or the Revolver Agent in the case of any notice in accordance connection with Section 2.11(a)(iii)any Revolving Credit Facilities, Revolving Credit Commitments, Revolving Credit Loans, Extended Revolving Credit Commitments or Loans thereunder or Incremental Revolving Credit Commitments) by the Borrower Representative shall have the right Borrower, at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such any Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject except as set forth in Section 2.05(a)(iv)); provided that (1) such notice must be received by the Administrative Agent or the Revolver Agent, as applicable, not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to Sections 2.12(gany 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 2.16)(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 shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent (or the Revolver Agent, as applicable) will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. Each prepayment of the Loans pursuant to this Section 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 Maturity 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) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class[reserved]. (iii) The Notwithstanding anything to the contrary contained in this Agreement, the Borrower Representative shall notify may rescind any notice of prepayment under Section 2.05(a) if such notice of prepayment states that such prepayment is conditioned upon the Administrative Agent effectiveness of an Investment, Change of Control, the effectiveness of other credit facilities, acquisition, debt or equity offering, and such condition is not satisfied. (andiv) In the event that the Borrower (x) makes any prepayment of any Class of Initial Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to any Class of Initial Term Loans, in each case prior to the case six (6) month anniversary of a prepayment of a Swingline Loanthe Amendment No. 2 Effective Date, the Swingline Lender) Borrower shall pay a premium in writing an amount equal to 1.0% of any prepayment under this Section 2.11(a) (A) in the case of a prepayment clause (x), the amount of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, such Initial Term Loans being prepaid or (B) in the case of a prepayment clause (y), the aggregate amount of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (orapplicable Initial Term Loans outstanding immediately prior to such amendment, in the each case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to Agent, for the specified effective date) if such condition is not satisfied. Promptly following receipt ratable account of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders each of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of applicable Initial Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturityLenders.

Optional Prepayments. (i) Upon prior notice in accordance with paragraph (a)(iii) of this Section 2.11(a)(iii)2.11, the Borrower Representative Term Borrowers shall have the right at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g2.12(f) and 2.16). Each such prepayment shall be paid to the Term Lenders under the applicable Class(es) in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with paragraph (a)(iii) of this Section 2.11(a)(iii)2.11, the Revolver Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any ClassLoans, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments Prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders under the applicable Class(es) in accordance with their respective Applicable Percentages of the relevant ClassPercentages. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing or by telephone (promptly confirmed in writing) of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate BorrowingSOFR Borrowing denominated in Dollars, not later than 1:00 p.m. p.m., Local Time, three Business Days before the date of prepayment (or, in the case of the prepayment of the Original Term Loans contemplated by the First Amendment, not later than 1:00 p.m., Local Time, one Business Day before the date of such prepayment), (B) in the case of a prepayment of a BA Rate an ABR Borrowing, not later than 1:00 p.m. three one Business Day before the date of prepayment, (C) in the case a Borrowing denominated in an Alternative Currency, four Business Days (or five Business Days in the case of a Special Notice Currency), before the date of prepayment or (CD) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or a Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A), (B) through and (C), such later date time as shall be acceptable to which the Administrative Agent may agreeAgent). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, provided that a notice of prepayment delivered by the applicable Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, case such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid). Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturity.

Optional Prepayments. (i) Upon prior The Borrower may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such any Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject except as set forth in Section 2.05(a)(iii)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., Local Time (A) three (3) Business Days prior to Sections 2.12(gany date of prepayment of Eurocurrency Rate Loans or Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans and 2.16)(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. 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 Rate Loan, Alternative Currency Term Rate Loan or Term SOFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied 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 to prepay the Term Loans on a pro rata basis across Classes and pro rata among Lenders within each Class in accordance with the respective outstanding principal amounts thereof (which prepayments shall be applied to 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) Upon prior notice Notwithstanding anything to the contrary contained in accordance with Section 2.11(a)(iii)this Agreement, the Borrower Representative shall have the right at may rescind any time and from time to time to prepay any Borrowing notice of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to prepayment under Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each 2.05(a) if such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages would have resulted from a refinancing of all of the relevant ClassFacilities, which refinancing shall not be consummated or shall otherwise be delayed. (iii) The Borrower Representative shall notify In the Administrative Agent (andevent that, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date that is six (6) months after the Term Loan Closing Date, the Borrower (i) makes any prepayment of 2018 Term B Loans in connection with any Repricing Event or (ii) effects any amendment of this Agreement resulting in a Repricing Event, the Borrower shall pay or cause to be paid to the Administrative Agent, for the ratable account of each of the applicable 2018 Term B Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the amount of the 2018 Term B Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable 2018 Term B Loans outstanding immediately prior to such optional prepaymentamendment. (iv) In the event that, on or prior to the date that is six (6) months after the Fourth Amendment Closing Date, the Borrower (i) makes any prepayment of 2023 Term B Loans in direct order connection with any Repricing Event or (ii) effects any amendment of maturitythis Agreement resulting in a Repricing Event, the Borrower shall pay or cause to be paid to the Administrative Agent, for the ratable account of each of the applicable 2023 Term B Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the amount of the 2023 Term B Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable 2023 Term B Loans outstanding immediately prior to such amendment. (v) In the event that, on or prior to the date that is six (6) months after the Fifth Amendment Closing Date, the Borrower (i) makes any prepayment of 2024 Term B Loans in connection with any Repricing Event or (ii) effects any amendment of this Agreement resulting in a Repricing Event, the Borrower shall pay or cause to be paid to the Administrative Agent, for the ratable account of each of the applicable 2024 Term B Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the amount of the 2024 Term B Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable 2024 Term B Loans outstanding immediately prior to such amendment.

Optional Prepayments. (i) Upon prior The Borrower may, upon notice to the Administrative Agent substantially in accordance with Section 2.11(a)(iii)the form of Exhibit F hereto, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty penalty; provided that (but subject i) such notice must specify the Class or Classes thereof to Sections 2.12(gbe prepaid and 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 date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five Business Days, in the case of prepayment of Committed Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and 2.16)(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 $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such 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 pursuant 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, and in the absence of such direction from the Borrower, in 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 their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their Term Lenders’ respective Applicable Percentages of the relevant ClassClasses. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturity.

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iiia) The Borrower Representative shall notify the Administrative Agent may, upon at least one (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender1) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by Day’s notice to the Administrative Agent on (which shall promptly notify each of the Banks), prepay any Group of Loans which are Base Rate Loans, 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. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group of 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 the Banks), prepay any Euro-Dollar Loan as of the last day of the Interest Period applicable thereto. 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, 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 specified effective dateend of the Interest Period applicable thereto unless the Borrower shall also pay any applicable expenses pursuant to Section 2.13. Any such prepayment shall be upon at least three (3) if such condition is not satisfied. Promptly following receipt of any such Euro-Dollar Business Days’ notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereofAgent. Each partial such optional prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted amounts set forth in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) above and shall be applied against to prepay ratably the remaining scheduled installments of principal due in respect Loans of the Term Banks included in any Group of Loans which are 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 8.4 hereof may be prepaid without ratable payment of the other Loans in such Class in the manner specified by the Borrower Representative or, if Group of Loans which have not been so specified on converted. (c) Any amounts so prepaid pursuant to Section 2.11 (a) or prior to the date of such optional prepayment, in direct order of maturity(b) may not be reborrowed.

Optional Prepayments. (ia) Upon prior notice Subject, in accordance with the case of any Borrowing of Euro-Dollar Loans to Section 2.11(a)(iii2.12 and, in the case of any Borrowing of Tranche B Loans, to Section 2.04(f), either Borrower may, upon at least one Domestic Business Day's notice to the Borrower Representative shall have Agent, prepay any Group of Base Rate Loans or upon at least three Euro-Dollar Business Days' notice to the right Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time and time, or from time to time to prepay in part in amounts aggregating $5,000,000 (or, solely in the case of any Borrowing Group of Term Loans which are Swing Loans, $1,000,000) or any larger multiple of one or more Classes (such Class or Classes $1,000,000, by paying the principal amount to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (andprepaid together with, in the case of a prepayment of a Swingline LoanEuro-Dollar Loans, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before accrued interest thereon to the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice optional prepayment shall be irrevocable applied to prepay ratably the Loans of the several Lenders included in such Group. (except as set forth in the proviso to this sentenceb) and shall specify the prepayment date and the principal amount Upon receipt of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice pursuant to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowingthis Section, the Administrative Agent shall advise the relevant Lenders promptly notify each Lender of the contents thereof. Each partial thereof and of such Lender's ratable share of such prepayment and such notice shall not thereafter be revocable by such Borrower. (c) Subject to Section 2.04(f), each prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made by either Borrower pursuant to this Section 2.11(a2.10 shall be allocated pro rata on the basis of principal amount between the then outstanding Tranche A Loans and Tranche B Loans. (d) Each prepayment of the Term Loans of either Class made by either Borrower pursuant to this Section shall be applied against as follows: first, to reduce the remaining amount of the subsequent scheduled installments repayments of principal due the Term Loans (if any) of such Class to be made within 180 days of the date such prepayment is made in respect 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 Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct inverse order of maturity.

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii), the The Borrower Representative shall have the right may at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part part, without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentenceSection 2.11(h)) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; providedpenalty, that a upon irrevocable notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice 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 of Eurodollar Loans or ABR Loans (it being understood that the Borrower may elect to prepay one Class of 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 or prior 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 the specified effective date) if such condition is not satisfiedSection 2.20. Promptly following Upon receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the promptly notify each relevant Lenders of the contents Lender thereof. Each partial prepayment 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 any Borrowing Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of a Class of Term Loans shall be in an aggregate principal amount at least equal to the amount that would be permitted of $1,000,000 or a whole multiple thereof. Partial prepayments of Revolving Loans denominated in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(aAlternative Currency (other than Dollars) shall be applied against the remaining scheduled installments of in an aggregate principal due in respect amount of the Term Alternative Currency Equivalent of $1,000,000 or a whole multiple thereof. Partial prepayments of Revolving Loans denominated in Dollars shall be in an aggregate principal amount of such Class $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in the manner specified by the Borrower Representative or, if not so specified on an aggregate principal amount of $100,000 or prior to the date of such optional prepayment, in direct order of maturitya whole multiple thereof.

Optional Prepayments. (i) Upon prior Any Borrower may, upon notice in accordance with Section 2.11(a)(iii)from such Borrower to the Administrative Agent, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Revolving Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty penalty; provided, in each case, that (but subject x) such notice must be received by the Administrative Agent not later than (A) 1:00 p.m. three Business Days prior to Sections 2.12(gany date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) 11:00 a.m. four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and 2.16)(C) 11:00 a.m. on the date of prepayment of Base Rate Loans; (y) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (z) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Loans to be prepaid, and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be paid applied to the Loans of the applicable Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturity.

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid Subject to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably requirement that after giving effect to the Swingline Loans and to outstanding LC Disbursements and, second, shall proposed prepayment (x) there will be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, sufficient funds in the case of a prepayment of a Swingline Loan, the Swingline Lender) Collection Account to make all payments described in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C)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 later date to 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 (i) at any time after the Class A-R Commitment Period, upon at least five Business Days’ notice (which the Administrative Agent may agree). Each such notice shall be irrevocable 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 DBRS, prepay all or any portion of the principal balance of the Class A Loans then outstanding, without premium or penalty (except other than as set forth in Section 2.9), on any Business Day by paying to the proviso to this sentence) and shall specify Collateral Agent for the prepayment date and account of the Lenders the principal amount of each Borrowing or portion thereof to be prepaid; providedprepaid together with accrued and unpaid interest and Commitment Fees, that a notice if applicable, thereon to and including the date of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactionsand, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition prepayment occurs on a day that is not satisfied. Promptly following receipt a Quarterly Payment Date, any amount due pursuant to Section 2.9; provided that (x) any prepayments of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term 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 2.11(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 applied against in accordance with the remaining scheduled installments of principal due procedures set forth in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if this Section 2.7(c) and shall not so specified on or prior be subject to the date Priority of such optional prepayment, in direct order of maturityPayments.

Optional Prepayments. (ia) Upon Each Borrower may, upon at least two Business Days’ notice to Administrative Agent, 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 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 in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right of such return. (d) Prologis may at any time and from time to time to prepay cancel all or any Borrowing part of Term Loans of one or more Classes (such Class or Classes to be selected the Commitments by the Borrower Representative delivery to Administrative Agent of a notice of cancellation within the applicable time periods set forth in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g2.9(a) and 2.16). Each (b) if there are Loans then outstanding or, if there are no Loans outstanding at such prepayment time as to which the Commitments with respect thereto are being canceled, upon at least four Business Days’ notice to Administrative Agent, whereupon, in either event, all or such portion of the Commitments, as applicable, shall be paid terminate as to the Lenders 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 portion of Loans outstanding on such date in accordance with their respective Applicable Percentagesthe requirements of Section 2.9(a) and (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, if any, are to be prepaid. (iie) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject Any amounts so prepaid pursuant to Section 2.16)2.9(a) or (b) may be reborrowed. Revolving Loan prepayments made In the event Prologis elects to cancel all or any portion of the Commitments pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii2.9(d) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C)hereof, such later date to which the Administrative Agent amounts may agree). Each such notice shall not be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturityreborrowed.

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii), the The Borrower Representative shall have the right may at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part part, without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii)penalty, first, shall be applied ratably upon irrevocable notice to the Swingline 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 outstanding LC Disbursements 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 of Eurodollar Loans, ABR Loans or a combination thereof, and, secondif of a combination thereof, shall be applied ratably the amount allocable to the outstanding Revolving Loanseach. Upon receipt of any such notice, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify 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 a prepayments of the Term Loans only, accrued interest to such date on the amount prepaid. Prepayments of the Term Loans pursuant to this subsection 4.1 shall be applied to the prepayment of a Swingline Loan, the Swingline Lender) in writing Tranche A Term Loans and the Tranche B Term Loans PRO RATA. Partial prepayments of any prepayment under the Tranche A Term Loans and Tranche B Term Loans pursuant to this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice subsection 4.1 shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice applied to the Administrative Agent remaining installments of principal thereof PRO RATA. Amounts prepaid on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders account of the contents thereofTerm Loans may not be reborrowed. Each partial prepayment of any Borrowing Partial prepayments shall be in an aggregate principal amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) $1,000,000 or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturitywhole multiples thereof.

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii)The Issuer may, at its option, prepay the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) Notes in whole or in part without premium or penalty on any Business Day; provided that (but subject to Sections 2.12(gi) and 2.16). Each the Issuer shall have provided written notice of such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii)Indenture Trustee, the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline LoanPaying Agent, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not Back-Up Manager and Servicer no later than 1:00 p.m. three five Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such shorter notice shall be irrevocable (except period as set forth in the proviso to this sentenceVariable Funding Note Purchase Agreement for any Series of Variable Funding Notes) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such prepayment and (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 prepayment, 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 a particular Series and (ii) such optional partial prepayment will be applied to the Classes of such selected Series of Notes in direct order of maturityalphanumerical 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 7.29, if and to the extent required thereunder, the Issuer shall prepay the Notes in an amount equal to the applicable Release Price for the related Fiber Network Assets pursuant to clause (v) of the Priority of Payments, and pay all amounts necessary to satisfy the Disposition Conditions.

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii), the The Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Term the Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part part, without premium or penalty (but penalty, subject to Sections 2.12(gprior notice in accordance with clause (a)(ii) and 2.16). Each of this Section; provided that if a Demand Failure Event has occurred such prepayment shall be paid accompanied by a premium equal to the Lenders in accordance with their respective Applicable PercentagesMake-Whole Amount. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent by telephone (and, confirmed by telecopy or transmission by electronic communication in the case of a prepayment of a Swingline Loan, the Swingline Lenderaccordance with Section 9.01(b)) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, hereunder not later than 1:00 p.m. 2:00 p.m., New York City time, three (3) Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing Loan or portion thereof to be prepaid; provided, provided that a any notice of prepayment delivered by in connection with a refinancing of the Borrower Representative Loans may state that such notice is be conditioned upon consummation of any proposed financing transaction in connection therewith. Each prepayment of Loans pursuant to this Section 2.10(a) shall be applied ratably to the effectiveness of other transactionsLoans; provided that, at the Arrangers’ option (notified in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice writing to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment), (i) any prepayment of Loans pursuant to this Section 2.10(a) with the proceeds of borrowings under the Senior Secured Credit Agreement shall be applied (x) first, to repayment of the Bridge B Loans until all outstanding Bridge B Loans have been paid in direct order full and (y) thereafter, to repayment of maturitythe Bridge A Loans and (ii) to the extent any prepayment of Loans is to occur from the proceeds of debt securities or other Indebtedness of the Borrower or any of its Subsidiaries and a Lender or Participant has purchased such debt securities or other Indebtedness, an amount of up to the amount of such proceeds attributable to the amount of debt securities or other Indebtedness purchased by such Lender or Participant may first be directed solely to the Loans of such Lender or the Loans that are subject to a participation by such Participant prior to being applied to any other Loans. Prepayments pursuant to this Section 2.10(a) shall be accompanied by (i) accrued interest to the extent required by Section 2.12 and (ii) break funding payments pursuant to Section 2.15.

Optional Prepayments. (ia) Upon prior notice in accordance with Section 2.11(a)(iii), the The Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of the Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving LoansLoan, in whole or in part part, without premium or penalty penalty, by giving irrevocable written notice (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably or telephonic notice promptly confirmed in writing) to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not no later than 1:00 p.m. 11:00 a.m. not less than three (3) Business Days before the date of prior to any such prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the proposed date of such prepayment date and the principal amount of each Borrowing the Term Loan or portion thereof to be prepaid. Upon receipt of any such notice, the Agent shall promptly notify each Lender of the contents thereof and of such Lender's Pro Rata Share of any such prepayment. Such amount 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 2.07; provided, that if the Term Loan is prepaid on a notice date other than the last day of prepayment delivered an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.13. (b) Unless a Default or an Event of Default has occurred and is continuing, any prepayments made by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a2.05 (a) above shall be applied against as follows: first, to the remaining scheduled installments Agent's fees and reimbursable expenses then due and payable pursuant to any of principal the Loan Documents; second, to all fees and reimbursable expenses of the Lenders then due in respect and payable pursuant to any of the Loan Documents, pro rata to the Lenders based on their respective Pro Rata Shares of such expenses; third, to interest then due and payable on the Term Loan, pro rata to the Lenders based on their respective Pro Rata Shares of the Term Loans of such Class in the manner specified by the Borrower Representative orLoan; and fourth, if not so specified on or prior to the date principal balance of such optional prepaymentthe Term Loan, until the same shall have been paid in direct order full, pro rata to the Lenders based on their respective Pro Rata Shares of maturitythe Term Loan.

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii), the The Borrower Representative shall have the right at any time and from time to time time, subject to Section 3.04(d), to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but part, subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii3.04(b), ; provided that the Borrower Representative shall not have the right at to make any time optional prepayment of Term Loans unless (i) such prepayment results in the payment in full of all Term Loans and from time to time to prepay any Borrowing is made in connection with an optional repayment in full of Revolving all of the Loans and the termination of all of the Commitments; (ii) such prepayment is made with the proceeds of any Classsubstantially contemporaneous (A) incurrence of any Permitted Term Loan Refinancing Indebtedness, including any Additional Revolving Loans, (B) Qualified Unsecured Indebtedness Offering or (C) Qualified Equity Issuance; (iii) if such prepayment is made in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to with the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing proceeds of any prepayment under this Section 2.11(a) Revolving Borrowing, then after giving effect to such Revolving Borrowing, (A) the Aggregate Revolving Commitments exceeds the Total Revolving Credit Exposure by not less than $300,000,000 (and the conditions to borrowing set forth in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, Section 6.03 are satisfied at such time) and (B) the Borrower is in compliance on a pro forma basis with the case financial covenants contained in Section 9.10 that are applicable at such time as of a prepayment the last day of a BA Rate the most recently ended Testing Period for which financial statements are available after giving pro forma effect to such Revolving Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment ; or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective dateiv) if such condition prepayment is not satisfied. Promptly following receipt made with any source other than those described in the foregoing clauses (ii) and (iii), at the time of any such notice of prepayment relating to any Borrowingprepayment, the Administrative Agent shall advise Aggregate Revolving Commitments exceeds the relevant Lenders of the contents thereofTotal Revolving Credit Exposure by not less than $300,000,000. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect Optional prepayments of the Term Loans made in accordance with clauses (ii), (iii) or (iv) of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior proviso to the date immediately preceding sentence may be either partial or full prepayments of such optional prepayment, in direct order of maturitythe Term Loans.

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) at par in whole or in part without premium or penalty (but part, subject to Sections 2.12(gthe procedures of this Section. Subject to Section 2.19, prior to any optional prepayment of Borrowings pursuant to this Section 2.09(a)(i), the Company shall select the Borrowing or Borrowings (including the Class) to be prepaid and 2.16shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. Any prepayment of a Borrowing of any Class of Term Loans pursuant to this Section 2.09(a)(i) shall be applied to reduce the subsequent scheduled and outstanding repayments of such Borrowings of such Class to be made pursuant to this Section as directed by the applicable Borrower (or, absent such direction, in direct order of maturity). Each such prepayment shall be paid Notwithstanding the foregoing, in the event that, on or prior to the Lenders six-month anniversary of the Restatement Effective Date, the Borrowers (x) make any prepayment of Term B Loans in accordance connection with their respective Applicable Percentagesany Repricing Transaction or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay to the Administrative Agent, for the ratable account of each applicable Term B Lender, (I) in the case of clause (x), a prepayment premium of 1% of the aggregate principal amount of the Term B Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Term B Loans outstanding immediately prior to such amendment. (ii) Upon prior notice Notwithstanding anything to the contrary in accordance with Section 2.11(a)(iii2.09(a)(i), so long as no Default has occurred and is continuing, and no proceeds of Revolving Credit Loans are used for such purpose, any Borrower may prepay, at a discount to the Borrower Representative shall have the right par value thereof (or at any time and from time to time to prepay any Borrowing of Revolving other price established through the procedures described in this Section 2.09(a)(ii)), Term Loans of any ClassClass of Lenders who consent to such prepayment by offering to prepay such Term Loans from each Lender holding such Term Loans (any such payment, including an “Offered Range Voluntary Prepayment”) by providing written notice to the Administrative Agent substantially in the form of Exhibit H hereto that such Borrower is offering to prepay such Term Loans at a discount to par (or such other price as shall be established) (such notice, an “Offered Range Prepayment Option Notice”) and specifying the Class or Classes of Term Loans to which such offer is being made; the aggregate amount of consideration to be utilized for such prepayment (such amount, to be no less than $10,000,000, the “Proposed Offered Range Prepayment Amount”), specifying a price or price range, expressed as a percentage of par value (the “Proposed Range”), and specifying the date upon which the Lenders are required to indicate their election with respect to the prepayment (such date, to be no less than five Business Days after the date upon which the applicable Borrower provides the Offered Range Prepayment Option Notice to the Administrative Agent, the “Acceptance Date”). Upon receiving the Offered Range Prepayment Option Notice, the Administrative Agent shall promptly notify the applicable Lenders thereof, and any Additional Revolving Lender wishing to have its Term Loans of the applicable Class prepaid pursuant to such offer shall, on or prior to the Acceptance Date, specify by written notice substantially in the form of Exhibit I hereto (each, a “Lender Participation Notice”) to the Administrative Agent (A) the lowest purchase price (the “Acceptable Purchase Price”) within the Proposed Range and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Term Loans of the applicable Class held by such Lender with respect to which such Lender is willing to permit an Offered Range Voluntary Prepayment at the Acceptable Purchase Price (“Offered Loans”). Based on the Acceptable Purchase Prices and principal amounts of Term Loans of the applicable Class specified by the Lenders in the applicable Lender Participation Notices, the Administrative Agent, in whole consultation with the applicable Borrower, shall determine the applicable purchase price for Term Loans (the “Applicable Purchase Price”), which Applicable Purchase Price shall be (A) the purchase price specified by the applicable Borrower if such Borrower has selected a single purchase price pursuant to this Section 2.09(a)(ii) for the Proposed Range or (B) otherwise, the lowest Acceptable Purchase Price at which such Borrower may pay the Proposed Offered Range Prepayment Amount in part full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the lowest Acceptable Purchase Price); provided, however, that in the event that such Proposed Offered Range Prepayment Amount cannot be repaid in full at any Acceptable Purchase Price, the Applicable Purchase Price shall be the highest Acceptable Purchase Price specified by the Lenders that is within the Proposed Range. The Applicable Purchase Price shall be applicable for all Lenders who have offered to participate in the Offered Range Voluntary Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Term Loans of the applicable Class whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept an Offered Range Voluntary Prepayment of any of its Term Loans of the applicable Class at any price within the Proposed Range. The applicable Borrower shall make an Offered Range Voluntary Prepayment by prepaying those Term Loans (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Purchase Price that is equal to or less than the Applicable Purchase Price (“Qualifying Loans”) at the Applicable Purchase Price; 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 Offered Range Prepayment Amount, such amounts in each case calculated at the Applicable Purchase Price, such Borrower 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 Offered Range Prepayment Amount, such amounts in each case calculated at the Applicable Purchase Price, the applicable Borrower shall prepay all Qualifying Loans. Each Offered Range 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 Purchase Price and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii2.14), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, upon irrevocable notice substantially in the case form of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) Exhibit J hereto (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of each an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C“Offered Range Voluntary Prepayment Notice”), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowingno later than 1:00 p.m., the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative orNew York City time, if not so specified on or three Business Days prior to the date of such optional prepaymentOffered Range Voluntary Prepayment, which notice shall specify the date and amount of the Offered Range Voluntary Prepayment and the Applicable Purchase Price determined by the Administrative Agent. Upon receipt of any Offered Range Voluntary Prepayment Notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any Offered Range Voluntary Prepayment Notice is given, the amount specified in direct order such notice shall be due and payable to the applicable Lenders, subject to the Applicable Purchase Price for 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. Any prepayment of maturityprincipal pursuant to this Section 2.09(a)(ii) shall be applied pro rata to reduce the amortization payments of such Class of Loans.

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid Subject to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably requirement that after giving effect to the Swingline Loans and to outstanding LC Disbursements and, second, shall proposed prepayment (x) there will be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, sufficient funds in the case of a prepayment of a Swingline Loan, the Swingline Lender) Collection Account to make all payments described in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C)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 later date to Quarterly Payment Date)and (y) there is no Commitment Shortfall: (I) the Borrower may (i) at any time after the Reinvestment Period, at any time, upon at least five Business Days’ notice (which the Administrative Agent may agree). Each such notice shall be irrevocable 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 (except other than as set forth in Section 2.9), on any Business Day by paying to the proviso to this sentence) and shall specify Collateral Agent for the prepayment date and account of the Lenders the principal amount of each Borrowing or portion thereof to be prepaid; providedprepaid together with accrued and unpaid interest and Commitment Fees, that a notice if applicable, thereon to and including the date of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactionsand, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition prepayment occurs on a day that is not satisfied. Promptly following receipt a Quarterly Payment Date, any amount due pursuant to Section 2.9; provided that (x) any prepayments of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term 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 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 2.11(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; 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 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 and S&P, prepay without premium or penalty the Class B Loans, 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 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 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 Loans pursuant to this Section 2.7(c) shall be applied against in accordance with the remaining scheduled installments of principal due procedures set forth in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if Section 2.7(f) and shall not so specified on or prior be subject to the date Priority of such optional prepayment, in direct order of maturityPayments.

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii), the The Borrower Representative shall have the right at any time and from time to time may elect to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (andAdvances, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such after giving notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice 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) on or the day of prepayment of any Swingline Advance, (ii) at least three Business Days’ prior to the specified effective dateday of prepayment of any Eurocurrency Rate Advances and (iii) on 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 condition is not satisfiedprepayment, 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. Promptly following receipt of If any such notice of prepayment relating to any Borrowingis given, the Administrative Agent Borrower shall advise the relevant Lenders prepay Advances comprising part of the contents thereof. Each partial prepayment of any same Borrowing shall be in whole or ratably in part in an aggregate principal amount at least equal to the amount that would be permitted specified in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) notice, and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior also pay accrued interest to the date of such optional prepaymentprepayment 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 direct order an aggregate principal amount of maturitynot less than $3,000,000 and in integral multiples of $1,000,000 in excess thereof, (ii) each partial prepayment of Adjusted Base Rate Advances shall be in an aggregate principal amount of not less than $500,000 and in integral multiples of $100,000 in excess thereof, (iii) each partial prepayment of Swingline Advances shall be in an aggregate principal amount of not less than $500,000, and (iv) any prepayment of an Advance shall be made in the Designated Currency in which such Advance was funded. Each prepayment pursuant to this Section 2.7(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.8 as a result of such prepayment being made on such date.

Optional Prepayments. (ia) Upon prior notice in accordance with Section 2.11(a)(iii), the The Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving LoansBorrowing, in whole or in part without premium part, upon at least three Business Days’ prior written or penalty fax notice (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (Aor telephonic notice promptly confirmed by written notice) in the case of a prepayment of a LIBO Rate BorrowingEurodollar Loans, not later than 1:00 p.m. three or written or fax notice (or telephonic notice promptly confirmed by written notice) at least one Business Days before Day prior to the date of prepayment, (B) prepayment in the case of a prepayment of a BA Rate BorrowingABR Loans, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowingbefore 12:00 (noon), the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each New York City time; provided, however, that each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment an integral multiple of $100,000 and not less than $500,000. (b) Optional prepayments of Term Loans made pursuant to this Section 2.11(a) 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 of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Class in the manner specified Borrowing by the Borrower Representative or, if not so specified amount stated therein on the date stated therein. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or prior 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 a termination of the Revolving Credit Commitments, the accrued and unpaid interest on the principal amount prepaid shall be payable on the next scheduled Interest Payment Date with respect to such optional prepayment, in direct order of maturityABR Revolving Loan or Swingline Loan.

Optional Prepayments. (i) Upon prior The Borrower may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) and Revolving Credit Loans in whole or in part without premium or penalty (but subject 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 Sections 2.12(gany 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 2.16)(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 Lenders Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable PercentagesPercentages 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 first anniversary of the Closing Date, the Borrower (a) 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 (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 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 pay to the Administrative 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 (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-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 non-consenting Term B-2 Lenders outstanding immediately prior to such amendment. (ii) Upon prior The Borrower may, upon notice in accordance to the Swing Line Lender (with Section 2.11(a)(iiia copy to the Administrative Agent), the Borrower Representative shall have the right at any time and or from time to time to time, voluntarily prepay any Borrowing of Revolving Swing Line Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty penalty; provided that (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall A) such notice must be applied ratably to received by the Swingline Loans Swing Line Lender and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment (orshall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree)entire principal amount thereof then outstanding. Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof 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 be prepaid; providedthe contrary contained in this Agreement, that a the Borrower may, subject to Section 3.05, rescind any notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective dateunder Section 2.05(a) if such condition is not satisfied. Promptly following receipt prepayment would have resulted from a refinancing of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders all of the contents thereof. Each partial prepayment of any Borrowing Facilities and Incremental Facilities, which refinancing shall not be in an amount at least equal to the amount that would consummated or shall otherwise be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturitydelayed.

Optional Prepayments. (ia) Upon The Borrower may, 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 notice 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 accordance whole or in 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 2.11(a)(iii)8.2, 8.3 or 8.4 hereof, the Borrower Representative 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 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 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 right 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 the 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 prepay any Borrowing of Term Loans of one or more Classes One Hundred Thousand Dollars (such Class or Classes to be selected $100,000), by the Borrower Representative delivery to the Administrative Agent of a notice of cancellation, signed by an Authorized Officer, which notice shall specify the amount of Dollar Commitments and/or Alternate Currency Commitments being cancelled, within the applicable time periods set forth in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g2.11(a) and 2.16). Each (b) if there are Loans then outstanding or, if there are no Loans outstanding at such prepayment shall be paid time as to which the Commitments with respect thereto are being canceled, upon at least three (3) Business Days’ notice to the Lenders Administrative 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 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 their respective Applicable Percentages. the requirements of Section 2.11(a) and (ii) Upon prior notice in accordance with Section 2.11(a)(iiib), Borrower shall be permitted to designate in its notice of cancellation which Loans, if any, are to be prepaid. In no event shall the Borrower Representative shall have the right 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 any time and from time to time to prepay any Borrowing of Revolving Loans Borrower’s direction of any ClassLetters of Credit to the Fronting Bank, including any Additional Revolving Loansthe amount of the Loans plus Letter of Credit Usage exceeds the Commitments, in whole or in part without premium or penalty (but subject to Section 2.16)as so reduced. Revolving Loan prepayments made A reduction of the Commitments pursuant to this Section 2.11(a)(ii), first, 2.11(e) shall be applied ratably to not effect a reduction in the Swingline Loans and Commitment (unless so elected by the Borrower) until the aggregate Commitments have been reduced to outstanding LC Disbursements and, second, shall be applied ratably an amount equal to or less than the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant ClassSwingline Commitment. (iiif) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Any amounts so prepaid pursuant to Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (Cb) in may be reborrowed. In the case event Borrower elects to cancel all or any portion of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or the Commitments and the Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (ACommitment pursuant to Section 2.11(e) through (C)hereof, such later date to which the Administrative Agent amounts may agree). Each such notice shall not be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturityreborrowed.

Optional Prepayments. (ia) Upon prior notice in accordance with Subject to Section 2.11(a)(iii)4.4, the Borrower Representative shall have may, upon notice to the right Agent, at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretionother than Swing Line Loans) in whole or in part without premium or penalty penalty; provided that such notice must be received by the Agent not later than 1:00 p.m. (but subject New York City time) (A) three Business Days prior to Sections 2.12(gany date of prepayment of Eurodollar Rate Loans and (B) and 2.16)on the date of prepayment of Base Rate Loans. Each such Such notice of prepayment shall be paid irrevocable and specify the date and amount of such prepayment and the 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, and of such Bank’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with, in the case of Eurodollar Rate Loans, accrued interest to such date on the amount prepaid and any amounts required pursuant to Section 4.4; provided, that no amount of any optional prepayment under this Section 2.6(a) may be applied to the Lenders Revolving Loans unless and until all Specified Acquisition Loans have been paid in accordance with their respective Applicable Percentagesfull. (iib) Upon prior The Borrower may, upon notice in accordance to the Swing Line Bank (with Section 2.11(a)(iiia copy to the Agent), the Borrower Representative shall have the right at any time and or from time to time to time, voluntarily prepay any Borrowing of Revolving Swing Line Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty penalty; provided that (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall i) such notice must be applied ratably to received by the Swingline Loans Swing Line Bank and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (BNew York City time) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment (or, shall be in the case a minimum principal amount of clauses (A) through (C), such later date to which the Administrative Agent may agree)$100,000. Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such prepayment. If such notice is conditioned upon given by the effectiveness of other transactionsBorrower, the Borrower shall make such prepayment and the payment amount specified in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified and payable on or prior to the date of such optional prepayment, in direct order of maturityspecified therein.

Optional Prepayments. (ia) Upon prior The Company may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent by 10:00 a.m., New York City time, at least one Domestic Business Day (or such shorter time as the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative Administrative Agent may agree in its sole discretion) prior to the date of prepayment, without premium or penalty, prepay any Base Rate Borrowing made to the Company in whole at any time, or from time 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 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 subject including any amounts owed pursuant to Sections 2.12(g) and 2.16Section 2.14). Each such prepayment shall be paid , prepay any Euro-Dollar Borrowing made to the Lenders Company in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right whole at any time and time, or from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium in amounts aggregating $5,000,000 or penalty any larger multiple of $1,000,000 (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(iior such other amount that represents the total amount of Euro-Dollar Borrowings outstanding), first, shall by paying the principal amount to be applied ratably prepaid together with (x) accrued interest thereon to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or and (Cy) in all losses and expenses (if any) relating thereto which are (i) determined pursuant to Section 2.14 and (ii) notified to the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered Company by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount Bank at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or one Domestic Business Day prior to the date of such optional prepayment, provided that the 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 direct order the relevant Borrowing being prepaid. Upon receipt of maturitya 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 be conditioned upon the occurrence of one or more events (including the effectiveness of new credit facilities) and may be revoked by the Company upon the non-occurrence of such event by written notice to the Administrative Agent prior to the date specified for such prepayment.

Optional Prepayments. (i) Upon prior The Borrower may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) and Revolving Credit Loans in whole or in part without premium or penalty (but subject except as set forth below); provided that (1) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days’ prior to Sections 2.12(gany 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 2.16)(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 shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid; provided that such prepayment and notice may be conditioned on the consummation of a financing or other transaction or any other event. 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 Borrower, unless such notice is conditional, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a 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 Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), Pro Rata Shares. Notwithstanding the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing foregoing provisions of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably 2.05(a) or anything in this Agreement or any other Loan Document to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (andcontrary, in the case of a prepayment of a Swingline Loanevent that, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date 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 optional prepaymentamendment. (ii) Notwithstanding anything to the contrary contained in this Agreement, in direct order the Borrower may rescind any notice of maturityprepayment 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 shall otherwise be delayed.

Optional Prepayments. (a) The Company shall have, and is hereby granted, the option to prepay the unpaid principal amount hereunder in whole, together with interest thereon to the date of redemption of the Bonds, at any time by taking, or causing the Issuer to take, the actions required by the Indenture for the redemption of all Bonds then outstanding, upon the occurrence of any of the events set forth in Section 2.18(b) of the Indenture. (b) The Company shall have, and is hereby granted, the option to prepay all or any portion of the unpaid balance hereunder, together with interest thereon to the date of redemption of the Bonds, at any time by taking, or causing the Issuer to take, the actions required by the Indenture (i) Upon prior notice in accordance with to discharge the lien thereof through the redemption, or provision for payment of redemption of all Bonds then outstanding or (ii) to effect the redemption, or provision for payment or redemption, of less than all Bonds then outstanding, pursuant to Section 2.11(a)(iii), 2.18(a) of the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable PercentagesIndenture. (iic) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made To make a prepayment pursuant to this Section 2.11(a)(ii)11.1, first, the Company shall be applied ratably give written notice to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline LoanIssuer, the Swingline LenderTrustee and the Registrar which shall specify therein (i) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of the intended prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, which shall not later be less than 1:00 p.m. three Business Days before 45 days from the date of prepayment or any Bonds are to be redeemed from such prepayment, and (Cii) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepaid and the date or dates on which the prepayment delivered by the Borrower Representative may state that is to occur. All such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing prepayments shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser unpaid amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans hereunder if made pursuant to this Section 2.11(a11.1(a) or in the amount of an Authorized Denomination if made pursuant to Section 11.1(b) and the Company shall furnish additional funds, if necessary, to make such prepayments in such amounts. In addition, the Company shall make such additional payments as shall be applied against necessary to pay any redemption premium on the remaining scheduled installments of principal due Bonds in respect of the Term Loans of connection with such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturityredemption.

Optional Prepayments. (i) Upon prior The Borrower may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) 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 penalty; provided that (but subject 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 Sections 2.12(gany date of prepayment of Eurodollar Rate Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof; and 2.16)(iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment, 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 paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii)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 reborrowed by Borrower, the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans terms and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Classconditions hereof. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturity.

Optional Prepayments. (i) Upon prior The Borrower may, upon notice to the Administrative Agent (including in accordance with Section 2.11(a)(iiiany form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) and Revolving Credit Loans in whole or in part without premium or penalty (but subject except as set forth below); provided that (1) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days’ prior to Sections 2.12(gany 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 2.16)(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 shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid; provided that such prepayment and notice may be conditioned on the consummation of a financing or other transaction or any other event. 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 Borrower, unless such notice is conditional, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a 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 Sections ‎2.07(a) and ‎(b) in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (ii) Upon prior notice Notwithstanding anything to the contrary contained in accordance with Section 2.11(a)(iii)this Agreement, the Borrower Representative shall have the right at may rescind any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective dateunder ‎Section 2.05(a) if such condition is not satisfied. Promptly following receipt prepayment would have resulted from a refinancing of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders all of the contents thereof. Each partial prepayment of any Borrowing Facilities, which refinancing shall not be in an amount at least equal to the amount that would consummated or shall otherwise be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturitydelayed.

Optional Prepayments. (a) The Borrower or any Additional Borrower may (i) Upon prior upon at least one Domestic Business Day’s notice to the Administrative Agent, 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 accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right whole at any time and time, or from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes in part, by paying the principal amount to be selected by prepaid together with accrued interest thereon to the Borrower Representative date of prepayment and any amounts payable under Section 2.13 in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each connection therewith; provided that any such partial prepayment shall be paid to in the Lenders in accordance with their respective Applicable Percentages. amount of $5,000,000 (ii) Upon prior notice in accordance with Section 2.11(a)(iii), or the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (andForeign Currency Equivalent thereof, in the case of a prepayment Foreign Currency Loans) or any multiple of a Swingline Loan, $1,000,000 (or the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (orForeign Currency Equivalent thereof, in the case of clauses (AForeign Currency Loans) through (C), such later date to which the Administrative Agent may agree)in excess thereof. Each such notice optional prepayment shall be irrevocable applied to prepay ratably the Loans of the several Banks included in such Borrowing. (except b) Except as set forth provided in clause (i) of Section 2.11(a), the proviso to this sentence) Borrower and shall specify the prepayment date and any Additional Borrowers may not prepay all or any portion of the principal amount of each Borrowing or portion thereof any Money Market Loan prior to be prepaid; provided, that the maturity thereof. (c) Upon receipt of a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice pursuant to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowingthis Section, the Administrative Agent shall advise the relevant Lenders promptly notify each Bank of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans thereof and of such Class in the manner specified Bank’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower Representative oror the applicable Additional Borrower, if not so specified on or prior to as the date of such optional prepayment, in direct order of maturitycase may be.

Optional Prepayments. (i) Upon prior The Borrower may, upon written notice in accordance with Section 2.11(a)(iii)to the Administrative Agent by the Borrower, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such any Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty penalty); provided, that, (but subject 1) such notice must be received by the Administrative Agent not later than (A) 1:00 p.m., three (3) U.S. Government Securities Business Days prior to Sections 2.12(gany date of prepayment of SOFR Loans and (B) 1:00 p.m., one (1) Business Day prior to the date of prepayment of Base Rate Loans, (2) any prepayment of SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding and 2.16)(3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a SOFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. Each prepayment of the Loans pursuant to this Section 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 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior The Borrower may, upon written notice in accordance to the Swing Line Lender (with Section 2.11(a)(iiia copy to the Administrative Agent), the Borrower Representative shall have the right at any time and or from time to time to time, voluntarily prepay any Borrowing of Revolving Swing Line Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty penalty; provided, that, (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall 1) such notice must be applied ratably to received by the Swingline Loans Swing Line Lender and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment (shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree)entire principal amount thereof then outstanding. Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof 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 be prepaid; providedthe contrary contained in this Agreement, that a the Borrower may rescind any notice of prepayment delivered by or change the Borrower Representative may state that date of any such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective dateprepayment under Section 2.05(a) if such condition is not satisfied. Promptly following receipt prepayment would have resulted from a refinancing of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders all of the contents thereof. Each partial prepayment of any Borrowing Facilities, which refinancing shall not be in an amount at least equal to the amount that would consummated or shall otherwise be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturitydelayed.

Optional Prepayments. (i) Upon prior The Borrower may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such any Class or Classes to be selected by the Borrower Representative in its sole discretion) and Revolving Credit Loans of any Class in whole or in part without premium or penalty (but subject except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to Sections 2.12(gthe Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and, (2) two Business Days prior to any date of prepayment of Term SOFR Loans and 2.16)(3) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans or 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 the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s 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 or Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. 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 Lenders Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages. Percentages in respect of each of the relevant Facilities and Incremental Facilities. The Borrower may, upon notice to the Swing Line Lender (ii) Upon prior notice in accordance with Section 2.11(a)(iiia copy to the Administrative Agent), the Borrower Representative shall have the right at any time and or from time to time to time, voluntarily prepay any Borrowing of Revolving Swing Line Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty penalty; provided that (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall A) such notice must be applied ratably to received by the Swingline Loans Swing Line Lender and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment (orshall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree)entire principal amount thereof then outstanding. Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof 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. Notwithstanding anything to be prepaid; providedthe contrary contained in this Agreement, that a the Borrower may, subject to Section 3.05, rescind any notice of prepayment delivered by 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 Representative may state that such notice is conditioned upon the effectiveness (x) makes any prepayment of other transactionsany Term B-4 Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-4 Loans, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or each case prior to the specified effective datesix (6) if such condition is not satisfied. Promptly following receipt month anniversary of any such notice of prepayment relating to any Borrowingthe Third Amendment Effective Date, the Administrative Agent Borrower shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be pay a premium in an amount at least equal to the amount that would be permitted 1.00% of (A) in the case of an advance of a Borrowing of clause (x), the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term B-4 Loans of such Class being prepaid or (B) in the manner specified by case of clause (y), the Borrower Representative or, if not so specified on or aggregate amount of the applicable Term B-4 Loans outstanding immediately prior to the date of such optional prepaymentamendment, in direct order each case to the Administrative Agent, for the ratable account of maturityeach of the applicable Term Lenders.

Optional Prepayments. (i) Upon prior The Borrower may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) and Revolving Credit Loans in whole or in part without premium or penalty (but subject 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 Sections 2.12(gany 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 2.16)(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 Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii)Appropriate Lenders, the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Class. (iiiFacilities and Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) The Borrower Representative shall notify or anything in this Agreement or any other Loan Document to the Administrative Agent (andcontrary, in the case of a prepayment of a Swingline Loanevent that, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt first anniversary of any such notice of prepayment relating to any Borrowingthe Closing Date, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of Borrower (a) makes any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term B Loans made pursuant in connection with any Repricing Transaction, the Borrower shall pay to this Section 2.11(a) shall be applied against the remaining scheduled installments Administrative Agent, for the ratable account of principal due in respect 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 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 Class in the manner specified by the Borrower Representative or, if not so specified on or non-consenting Term B Lenders outstanding immediately prior to the date of such optional prepayment, in direct order of maturityamendment.

Optional Prepayments. (ia) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right The Borrowers may at any time and from time to time to prepay any Borrowing of the Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part part, without premium or penalty (but subject penalty, upon irrevocable notice delivered to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (andno 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 of Eurodollar Loans or ABR Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrowers shall also pay any amounts owing pursuant to Section 2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein (provided that such 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 any Repricing Transaction, or (y) effect any amendment of this Agreement having the effect of a Swingline LoanRepricing Transaction, the Swingline Lender) in writing Borrowers shall pay to the Administrative Agent, for the ratable account of any prepayment under this Section 2.11(a) each of the Lenders, (AI) in the case of clause (x), a prepayment premium of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before 1% of the date aggregate principal amount of prepayment, the Term Loans being prepaid and (BII) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or clause (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (Cy), such later date a payment equal to which 1% of the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the aggregate principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or applicable Term Loans outstanding immediately prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturityamendment.

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii), the The Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Term (except for Eurodollar Loans of one or more Classes (such Class or Classes to be selected by which the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16may only prepay on the expiration of the current Interest Period). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part part, without premium or penalty by giving irrevocable written notice (but subject or telephonic notice promptly confirmed in writing) to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent no later than (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (Ai) in the case of a prepayment of a LIBO Rate any Eurodollar Borrowing, 11:00 a.m. (Atlanta, Georgia time) not later less than 1:00 p.m. three (3) Business Days before the date of prior to any such prepayment, (Bii) in the case of a any prepayment of a BA any Base Rate Borrowing, not later less than 1:00 p.m. three one Business Days before Day prior to the date of prepayment or such prepayment, and (Ciii) in the case of a prepayment of an Alternate Base Rate BorrowingSwingline Borrowings, Canadian Prime Rate Borrowing or Swingline Loanprior to 11:00 a.m. (Atlanta, not later than 1:00 p.m. Georgia time) on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree)prepayment. Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the proposed date of such prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following Upon receipt of any such notice of prepayment relating to any Borrowingnotice, the Administrative Agent shall advise the relevant Lenders promptly notify each affected Lender of the contents thereofthereof 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, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.19. Each partial prepayment of any Borrowing Loan (other than a Swingline Loan) shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided pursuant to Section 2.2 or in the case of a Swingline Loan pursuant to Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid2.4. Each prepayment of Term Loans made pursuant to this Section 2.11(a) a Borrowing shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior ratably to the date of Loans comprising such optional prepayment, in direct order of maturityBorrowing.

Optional Prepayments. (i) Upon prior notice in accordance with Subject to Section 2.11(a)(iii)4.04, the Borrower Representative shall have the right may, at any time and or from time to 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 two (2) Business Days prior to any date of prepayment of Term SOFR Loans and (y) on the date of prepayment of Base Rate Loans, voluntarily prepay any Borrowing Class of Term Loans of one or more Classes (ratably among the Lenders holding such Class or Classes to be selected by the Borrower Representative in its sole discretion) of Loans in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loanspenalty, in whole minimum amounts of $500,000, or any multiple of $100,000 in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (andexcess thereof, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate BorrowingLoans, Canadian Prime Rate Borrowing and $500,000, or Swingline Loan, not later than 1:00 p.m. on the date any multiple of prepayment (or$500,000 in excess thereof, in the case of clauses Term SOFR Loans; provided that if due to a Defaulting Lender’s failure to fund any requested Borrowing, Loans are made not in accordance with the Lenders’ respective Pro Rata Shares (Aeach such Loan, a “Non-Ratable Loan”) through (C)then such prepayment shall be applied first to Non-Ratable Loans, such later date to which then in the Administrative Agent order that the Borrower may agree)specify. Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans shall be applied to the remaining principal repayment installments of such Class the Term Loans in the manner specified by order that the Borrower Representative may specify or, if not so specified on or prior to absent instruction from the date of such optional prepaymentBorrower, in direct order of maturity. Such notice of prepayment shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such ▇▇▇▇▇▇’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to each such date on the amount prepaid and any amounts required pursuant to Section 4.04.

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii), the The Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay time; provided, however, that each partial prepayment of LIBOR Rate Loans shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof, and each partial prepayment of Base Rate Loans and/or a Swingline Loan shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give three (3) Business Days’ irrevocable notice in the case of LIBOR Rate Loans and same-day irrevocable notice on any Borrowing Business Day in the case of Revolving Loans of any Class, including any Additional Revolving Alternate Base Rate Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (andwhich shall notify the Lenders thereof as soon as practicable). To the extent that the Borrower elects to prepay the Tranche B Term Loans, amounts prepaid under this Section 2.8(a) shall be applied, first, to the immediately next-following four scheduled installments of principal payable with respect to the Tranche B Term Loans, in the case order of a prepayment of a Swingline Loantheir maturity, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date then to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in payable with respect of to the Tranche B Term Loans of such Class Loans, in the manner specified by the Borrower Representative orinverse order of maturity, if not so specified on or prior each such application to the date of such optional prepaymentbe made, first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of maturityInterest 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 Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Tranche B Term Loan may not be reborrowed.

Optional Prepayments. (i) Upon prior The Borrower may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part Loans outstanding under the Acquisition Subfacility, the Working Capital/Distribution Subfacility and/or the Term Loan Principal Debt without premium or penalty penalty; PROVIDED that (but subject i) such notice must be received by the Administrative Agent not later than 10:00 a.m., Dallas, Texas time, (A) three Business Days prior to Sections 2.12(gany date of prepayment of Eurodollar Rate Loans, and (B) the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof; and 2.16)(iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent 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 paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii)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 Loans may be reborrowed by Borrower, the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans terms and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Classconditions hereof. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturity.

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii), the The Borrower Representative shall have the right may at any time and from time to time to prepay any Borrowing of Term Revolving Credit Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Swingline Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii)part, first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by prior written notice to the Administrative Agent substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 12:00 p.m. (i) on the same Business Day as each Base Rate Loan and each Swingline Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan, specifying the date and amount of prepayment and whether the prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline Loans or prior a combination thereof, and, if of a combination thereof, the amount allocable to the specified effective date) if such condition is not satisfiedeach. Promptly following Upon receipt of any such notice of prepayment relating to any Borrowingnotice, the Administrative Agent shall advise promptly notify each Revolving Credit Lender. If any such notice is given, the relevant Lenders of amount specified in such notice shall be due and payable on the contents thereofdate set forth in such notice. Each partial prepayment of any Borrowing Partial prepayments shall be in an aggregate amount at least equal to the amount that would be permitted of $3,000,000 or a whole multiple of $1,000,000 in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding excess thereof with respect to such Borrowing being repaidBase Rate Loans (other than Swingline Loans), $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans and $500,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 12:00 p.m. shall be deemed received on the next Business Day. Each prepayment of Term Loans made such repayment shall be accompanied by any amount required to be paid pursuant to this Section 2.11(a) shall be applied against 5.9 hereof. Notwithstanding the remaining scheduled installments foregoing, any Notice of principal due a Prepayment delivered in respect connection with any refinancing of all of the Term Loans Credit Facility with the proceeds of such Class in refinancing or of any incurrence of Indebtedness or the manner specified occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower Representative or, if in the event such condition is not so specified on or prior to satisfied (provided that the date failure of such optional prepayment, contingency shall not relieve the Borrower from its obligations in direct order of maturityrespect thereof under Section 5.9).

Optional Prepayments. (i) Upon prior notice The Company may on the last day of any Interest Period with respect thereto, in accordance with Section 2.11(a)(iii)the case of Eurodollar Loans, the Borrower Representative shall have the right or at any time and from time to time to prepay any Borrowing time, in the case of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii)ABR Loans, the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loansprepay, in whole or in part part, either the outstanding Revolving Loans or the outstanding Term Loans, without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii)penalty, first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be upon irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or (which notice must be received by the Administrative Agent prior to 11:00 A.M. (New York, New York time) (i) three (3) Business Days prior to the specified effective prepayment date if all or any part of the Loans to be prepaid consist of Eurodollar Loans and (ii) one (1) Business Day prior 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 such condition is not satisfiedof a combination thereof, the amount allocable to each. Promptly following Upon receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents promptly notify each applicable Lender thereof. Each partial prepayment 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 any Borrowing prepayment. Partial prepayments of Revolving Loans or Term Loans shall be in an aggregate principal amount at least equal of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Subject to the amount foregoing terms, prepayments of Revolving Loans that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans are made pursuant to under this Section 2.11(a2.6(a) shall be applied against as the remaining scheduled installments Company may elect; provided that if the Company fails to specify the application of principal due a voluntary prepayment of Revolving Loans then such prepayment shall be applied first to ABR Loans and then to Eurodollar Loans in respect direct order of Interest Period maturities. Voluntary prepayments of the Term Loans of such Class in shall be applied to prepay on a pro rata basis the manner specified by the Borrower Representative or, if not so specified on or prior Term B Loan (pro rata to the date of such optional prepayment, in direct order of maturityremaining amortization payments thereunder) and the Incremental Term Loan (pro rata to the remaining amortization payments thereunder).

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii)The Borrower may, upon delivery of a Notice of Loan Prepayment to the Borrower Representative shall have the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing of Term Committed Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(gSection 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 Days prior to any date of prepayment of Term SOFR Loans and 2.16(2) on the date of prepayment of Base Rate Committed Loans or Daily SOFR Loans; (B) any prepayment of Term SOFR Loans shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate 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. Each such Notice of Loan Prepayment shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, 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 of Loan Prepayment, 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). Each 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 SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturityrelevant Facilities.

Optional Prepayments. (ia) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, Subject in the case of a prepayment of a Swingline Loanany Fixed Rate Borrowing to Section 2.15, each Borrower may, upon at least one Domestic Business Day’s notice to the Swingline Lender) in writing of Administrative Agent, prepay any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Borrowing (or any Competitive Bid Borrowing bearing interest at the Base Rate Borrowing pursuant to Section 8.01) made to it or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by at least three Euro-Currency Business Days’ notice to the Administrative Agent on 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 specified effective datematurity thereof except (i) if as provided in subsection (a) above or (ii) with respect to any particular Competitive Bid Loan, as agreed upon between the Lender making such condition Loan and such Borrower so long as at the time such Borrower makes such prepayment no Default has occurred and is not satisfied. Promptly following continuing. (c) Upon receipt of any such a notice of prepayment relating pursuant to any Borrowingthis Section, the Administrative Agent shall advise the relevant Lenders promptly notify each Lender of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans thereof and of such Class in the manner specified Lender’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturityapplicable Borrower.

Optional Prepayments. (i) Upon prior The Borrower may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such any Class or Classes to be selected by the Borrower Representative in its sole discretion) and Revolving Credit Loans of any Class in whole or in part without premium or penalty (but subject except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to Sections 2.12(gthe Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and, (2) two Business Days prior to any date of prepayment of Term SOFR Loans and 2.16)(3) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans or 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 the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing 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 or Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. 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 Lenders Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) Upon prior The Borrower may, upon notice in accordance to the Swing Line Lender (with Section 2.11(a)(iiia copy to the Administrative Agent), the Borrower Representative shall have the right at any time and or from time to time to time, voluntarily prepay any Borrowing of Revolving Swing Line Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty penalty; provided that (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall A) such notice must be applied ratably to received by the Swingline Loans Swing Line Lender and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment (orshall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree)entire principal amount thereof then outstanding. Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof 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 be prepaid; providedthe contrary contained in this Agreement, that a the Borrower may, subject to Section 3.05, rescind any notice of prepayment delivered by under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower Representative may state that such notice is conditioned upon the effectiveness (x) makes any prepayment of other transactionsany Fifth Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Fifth Amendment Effective Date Term Loans, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or each case prior to the specified effective datesix (6) if such condition is not satisfied. Promptly following receipt month anniversary of any such notice of prepayment relating to any Borrowingthe Fifth Amendment Effective Date, the Administrative Agent Borrower shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be pay a premium in an amount at least equal to the amount that would be permitted 1.00% of (A) in the case of an advance of a Borrowing clause (x), the amount of the same Type as provided Fifth Amendment Effective Date Term Loan being prepaid or (B) in Section 2.02(c) or such lesser the case of clause (y), the aggregate amount that is then of the applicable Fifth Amendment Effective Date Term Loans outstanding with respect immediately prior to such Borrowing being repaid. Each prepayment amendment, in each case to the Administrative Agent, for the ratable account of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect each of the applicable Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturityLenders.

Optional Prepayments. (i) Upon prior Other than prepaying Swing Line Loans (which shall be governed by clause (ii) below), at its option the Borrower may, upon one (1) Business Day’s notice to the Administrative Agent in accordance with the case of Base Rate Loans or three (3) Business Days’ 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 2.11(a)(iii2.13), 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. If such notice is given by the Borrower, the Borrower Representative shall have make such prepayment and the right 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 Loans shall be applied to the Loans as directed by the Borrower. If the Borrower fails to direct the application of any such principal prepayments or if a Default has occurred and is continuing, such principal prepayments shall be applied first to the Swing 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) At its option, the Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time and or from time to time to time, voluntarily prepay any Borrowing of Term Swing Line Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty penalty; provided, that (but subject to Sections 2.12(gA) such notice must be received by the Swing Line Lender and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 2:00 p.m. on the date of the prepayment, and (B) any such prepayment (or, shall be in the case a minimum principal amount of clauses (A) through (C), such later date to which the Administrative Agent may agree)$100,000. Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such prepayment. If such notice is conditioned upon given by the effectiveness of other transactionsBorrower, the Borrower shall make such prepayment and the payment amount specified in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified and payable on or prior to the date of such optional prepayment, in direct order of maturityspecified therein.

Optional Prepayments. (ia) Upon prior notice in accordance with Section 2.11(a)(iii), the The Borrower Representative shall have the right may at any time and from time to time to prepay any Borrowing of the Revolving Loans or the Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16Section 2.18(j). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part part, without premium or penalty (but subject penalty, upon irrevocable notice in substantially the form of Exhibit H hereto delivered to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (andno later than 11:00 A.M., New York City time, three Business Days prior thereto, in the case of a prepayment of a Swingline LoanEurodollar Loans, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not and no later than 1:00 p.m. three 11:00 A.M., New York City time, one Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (orDay prior to, in the case of clauses ABR Loans (A) through (Cor on the same day in the case of Swingline Loans), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable specify (except as set forth in i) the proviso to this sentencedate and amount of prepayment, (ii) and shall specify whether the prepayment date is of Revolving Loans or Term Loans and (iii) whether the principal amount prepayment is of each Borrowing Eurodollar Loans or portion thereof to be prepaidABR Loans; providedprovided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice shall also pay any amounts owing pursuant to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedSection 2.21. Promptly following Upon receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the promptly notify each relevant Lenders of the contents Lender thereof. Each partial prepayment 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 Borrowing refinancing or Disposition of Property), together with (except in the case of Revolving Loans that are ABR Loans and Swingline 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 at least equal of $1,000,000 or a whole multiple of $100,000 in excess thereof, and shall be subject to the provisions of Section 2.18. Partial prepayments of Swingline Loans shall be in an aggregate principal amount that would of $500,000 or a whole multiple of $100,000 in excess thereof. (b) Amounts to be permitted applied in connection with prepayments pursuant to this Section 2.11 shall be applied to the case of an advance of a Borrowing of the same Type as provided Obligations in accordance with Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid2.18. Each prepayment of Term Loans made pursuant to under this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified accompanied by the Borrower Representative or, if not so specified on or prior accrued interest to the date of such optional prepayment, in direct order of maturityprepayment on the amount prepaid.

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii)paragraph (a)(iii) of this Section, the Borrower Representative Term Borrowers shall have the right at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject (A) in the case of Borrowings of Initial Term Loans only, to Sections 2.12(gSection 2.12(f) and (B) if applicable, to Section 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable PercentagesPercentages of the relevant Class. (ii) Upon prior notice in accordance with Section 2.11(a)(iii)paragraph (a)(iii) of this Section, the Borrower Representative Revolving Borrowers shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including Class and/or any Additional Revolving Borrowing of Swingline Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to ; provided that (A) after the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including establishment of any Additional Revolving Loans, any such prepayment of any Borrowing of Revolving Loans of any Class shall be subject to the provisions set forth in Section 2.22, 2.23, 2.25 and/or 9.02, as applicable and (B) no Borrowing of Revolving Loans may be prepaid unless all Swingline Loans then outstanding, if any, are prepaid concurrently therewith. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, and the Swingline Lender, as applicable) in writing of any prepayment under this Section 2.11(a) (Ai) in the case of a any prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (Bii) in the case of a any prepayment of an ABR Borrowing, not later than 11:00 a.m., on the date of prepayment (iii) in the case of any prepayment of a BA Canadian Prime Rate Borrowing, not later than 1:00 p.m. three Business Days before 10:00 a.m., on the date of prepayment or (Civ) in the case of a any prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or any Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C)each case, such later date time as to which the Administrative Agent may reasonably agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof or each relevant Class to be prepaid; provided, provided that a any notice of prepayment delivered by the Borrower Representative may state that such notice is be conditioned upon the effectiveness of other transactions, in which case, case such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type and Class as provided in Section 2.02(c) ), or such lesser amount that is then outstanding with respect to such Borrowing being repaid (and in increments of $100,000 in excess thereof or such lesser incremental amount that is then outstanding with respect to such Borrowing being repaid). Each prepayment of Term Loans shall be applied to the Class or Classes of Term Loans specified in the applicable prepayment notice, and each prepayment of Term Loans of such Class or Classes made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class or Classes in the manner specified by the Borrower Representative or, if not so specified in the absence of any such specification on or prior to the date of such the relevant optional prepayment, in direct order of maturity.

Optional Prepayments. (a) Subject to Sections 4.11 and 4.17, the Borrowers may at any time and from time to time prepay the Loans under any Facility, as elected by the applicable Borrower(s), in whole or in part, without premium or 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 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 and Canadian Prime Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, BA Rate Loans, Base Rate Loans 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 any day other than the last day of the Interest Period applicable thereto, 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 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) Upon prior notice Notwithstanding anything to the contrary in accordance with Section 2.11(a)(iii4.1(a) (which provisions shall not be applicable to this Section 4.1(b)), the Borrower Representative Borrowers shall have the right at any time and from time to time to prepay Term Loans under any Borrowing 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 4.1(b) has been satisfied and (3) the aggregate principal amount of Term Loans of one or more Classes (so prepaid pursuant to such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable PercentagesDiscounted 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 prior notice receipt of a Discounted Prepayment Option Notice in accordance with Section 2.11(a)(iii4.1(b)(ii), the Borrower Representative 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 (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, the Administrative Agent, in consultation with the Borrowers, shall calculate the applicable discount for Term Loans (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 4.1(b)(ii) for the right 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 time 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 all Lenders under the applicable Facility who have offered to participate in the Discounted Voluntary Prepayment and from time 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 the Acceptance Date shall be deemed to time have declined to accept a Discounted Voluntary Prepayment of 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 Borrowing interest payable at such time) would exceed the amount of Revolving 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 Classinterest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, including any Additional Revolving 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, in whole or in part 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 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii4.16), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, upon irrevocable notice substantially in the case form of Exhibit S hereto (each a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C“Discounted Voluntary Prepayment Notice”), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowingno later than 1:00 P.M. New York City time, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or three Business Days prior to the date of such optional prepaymentDiscounted 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 direct order 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 maturityApplicable 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 2.3 shall be reduced on a pro rata basis by the principal amount of the Term Loans so prepaid.

Optional Prepayments. (i) Upon prior The Borrower may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part Loans outstanding under the Revolver Facility and/or the Term Loan Principal Debt without premium or penalty penalty; provided that (but subject 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 Sections 2.12(gany date of prepayment of Eurodollar Rate Loans, and (B) the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and 2.16)(iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. 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 paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), Pro Rata Shares as directed by the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii)if no such direction is given, first, shall 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 applied ratably reborrowed by Borrower, subject to the Swingline Loans terms and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders conditions hereof; but in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of no event following a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment payment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect may any amount of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on paid or prior to the date of such optional prepayment, in direct order of maturityprepaid be reborrowed.

Optional Prepayments. (i) Upon prior notice The Company may on the last day of the relevant Interest Period if the Loans to be prepaid are in accordance with Section 2.11(a)(iii)whole or in part Eurodollar Loans, the Borrower Representative shall have the right or at any time and from time to time to prepay any Borrowing of Term if the Loans of one or more Classes (such Class or Classes to be selected by prepaid are Alternate Base Rate Loans, prepay the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Credit Loans, in whole or in part part, without premium or penalty penalty, upon at least three Business Days’ (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline LenderEurodollar Loans) in writing of any prepayment under this Section 2.11(a) or one Business Day’s (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate BorrowingLoans) irrevocable notice to the Administrative Agent, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on specifying the date and amount of prepayment (orand whether the prepayment is of Eurodollar Loans or Alternate Base Rate Loans or a combination thereof, in and if of a combination thereof, the case amount of clauses (A) through (C), prepayment allocable to each. Upon receipt of such later date to which notice the Administrative Agent may agree)shall promptly notify each Lender thereof. Each If such notice is given, the Company shall make such prepayment, and the payment amount specified in such notice shall be irrevocable (except as set forth in due and payable on the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedtherein. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing Partial prepayments shall be in an aggregate principal amount at least equal to of $10,000,000 or a whole multiple thereof, and may only be made if, after giving effect thereto, subsection 2.7(c) shall not have been contravened. (a) The Company may not prepay any Competitive Loan without the amount that would be permitted in the case of an advance of a Borrowing consent of the same Type as provided holder thereof. (b) All payments and prepayments hereunder shall be in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans amounts and be made pursuant to this Section 2.11(a) shall be applied against such elections so that, after giving effect thereto, the remaining scheduled installments of aggregate principal due in respect amount of the Term Revolving Credit Loans of such Class in which are Eurodollar Loans having the manner specified by the Borrower Representative or, if same Interest Period shall not so specified on or prior to the date of such optional prepayment, in direct order of maturitybe less than $10,000,000.

Optional Prepayments. (ia) Upon prior The Company may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent by 10:00 a.m., New York City time, at least one Domestic Business Day (or such shorter time as the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative Administrative Agent may agree in its sole discretion) prior to the date of prepayment, without premium or penalty, prepay any Base Rate Borrowing made to the Company in whole at any time, or from time 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 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 subject including any amounts owed pursuant to Sections 2.12(g) and 2.16Section 2.14). Each such prepayment shall be paid , prepay any Euro-Dollar Borrowing made to the Lenders Company in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right whole at any time and time, or from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium in amounts aggregating $5,000,000 or penalty any larger multiple of $1,000,000 (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(iior such other amount that represents the total amount of Euro-Dollar Borrowings outstanding), first, shall by paying the principal amount to be applied ratably prepaid together with (x) accrued interest thereon to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or and (Cy) in all losses and expenses (if any) relating thereto which are (i) determined pursuant to Section 2.14 and (ii) notified to the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered Company by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount Bank at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or one Domestic Business Day prior to the date of such optional prepayment, provided that the 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 direct order the relevant Borrowing being prepaid. Upon receipt of maturitya 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 be conditioned upon the occurrence of one or more events (including the effectiveness of new credit facilities) and may be revoked by the Company upon the non-occurrence of such event by written notice to the Administrative Agent prior to the date specified for such prepayment.

Optional Prepayments. (i) Upon prior The Borrowers may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) and Revolving Credit Loans in whole or in part without premium or penalty (but subject 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 Days (or four (4) Business Days in the case of Loans denominated in Euro) prior to Sections 2.12(gany date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and 2.16)(ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a 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 Applicable PercentagesPro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Upon 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: (1) on or prior notice to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in accordance connection with Section 2.11(a)(iiiany 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 Term B-2 Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the Borrower Representative 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 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 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall have pay to the right 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) following the first anniversary of the Closing Date but on or prior 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 Swing Line Lender (with a copy to the Administrative Agent), at any time and or from time to time to time, voluntarily prepay any Borrowing of Revolving Swing Line Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty penalty; provided that (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall 1) such notice must be applied ratably to received by the Swingline Loans Swing Line Lender and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment (shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree)entire principal amount thereof then outstanding. Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof 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. (iv) Notwithstanding anything to be prepaid; providedthe contrary contained in this Agreement, that a the Borrowers may rescind any notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective dateunder Section 2.05(a) if such condition is not satisfied. Promptly following receipt prepayment would have resulted from a refinancing of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders all of the contents thereof. Each partial prepayment of any Borrowing Facilities, which refinancing shall not be in an amount at least equal to the amount that would consummated or shall otherwise be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturitydelayed.

Optional Prepayments. (i) Upon prior The Borrower may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) and Revolving Credit Loans in whole or in part without premium or penalty (but subject 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 Sections 2.12(gany 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 2.16)(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 Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii)Appropriate Lenders, the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant ClassFacilities 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 first anniversary of the Closing Date, the Borrower (a) 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 (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 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 pay to the Administrative 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 (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-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 non-consenting Term B-2 Lenders outstanding immediately prior to such amendment. (ii) Intentionally Left Blank. (iii) The Borrower Representative shall notify Notwithstanding anything to the Administrative Agent (and, contrary contained in the case of a prepayment of a Swingline Loanthis Agreement, the Swingline Lender) in writing of Borrower may, subject to Section 3.05, rescind any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective dateunder Section 2.05(a) if such condition is not satisfied. Promptly following receipt prepayment would have resulted from a refinancing of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders all of the contents thereof. Each partial prepayment of any Borrowing Facilities and Incremental Facilities, which refinancing shall not be in an amount at least equal to the amount that would consummated or shall otherwise be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturitydelayed.

Optional Prepayments. (i) Upon prior Subject to Sections 2.08(a)(ii) and 2.14, the Borrower may, upon written notice (except that any such notice may be conditioned on the receipt of net proceeds from any refinancing indebtedness, the consummation of a Change in Control or any other event) from the Borrower to the Administrative Agent in accordance with Section 2.11(a)(iii2.08(c), the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term any Class of Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty penalty; provided that (but subject to Sections 2.12(gA) any prepayment of Eurocurrency Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (B) any prepayment of ABR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and 2.16Type(s) of Loans to be prepaid and, if Eurocurrency Loans, 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 (except that any such notice may be conditioned on the receipt of net proceeds from any refinancing indebtedness, the consummation of a Change in Control or any other event). Any prepayment of a Eurocurrency Loan shall be accompanied by all accrued interest on the amount prepaid. Each such prepayment shall be applied to the principal installments of the applicable Class(es) of Loans as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Loans of the relevant Class under this Section 2.08 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturity.

Optional Prepayments. (i) Upon prior The Borrower may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part Committed Loans without premium or penalty penalty; provided, that (but subject i) such notice must be received by the Administrative Agent not later than 10:00 a.m., New York, New York time, (A) three (3) Business Days prior to Sections 2.12(gany date of prepayment of Eurodollar Rate Loans, and (B) and 2.16). Each such one (1) Business Day prior to any date of prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. of Base Rate Loans; (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing prepayment of Revolving Eurodollar Rate Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof; and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a any prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing Loans shall be in a principal amount of $500,000 or Swingline Loan, not later than 1:00 p.m. on the date a whole multiple of prepayment (or, $500,000 in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree)excess thereof. Each such notice shall be irrevocable (except as set forth in the proviso to this sentencex) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Type(s) and Class(es) of Committed Loans to be prepaid; providedprepaid and (y) may be revocable and condition such prepayment on the closing of a refinancing or transaction permitted hereunder, that a notice the proceeds of prepayment delivered by which shall be used to prepay the Borrower Representative may state that Committed Loans. 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 conditioned upon given by the effectiveness of other transactionsBorrower, the Borrower shall make such prepayment and the payment amount specified in which case, such notice may shall be revoked or its effectiveness deferred by due and payable on the Borrower Representative (by notice to the Administrative Agent on or prior to the date specified effective date) if such condition is not satisfiedtherein. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial Any prepayment of any Borrowing a Eurodollar Rate Loan shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding accompanied by all accrued interest thereon, together with respect to such Borrowing being repaid. Each prepayment of Term Loans made any additional amounts required pursuant to Section 3.05. Prepayments provided for in this Section 2.11(a2.03(a) shall be applied against as follows: (x) first, as a payment of all L/C Borrowings then outstanding, until paid in full, and (y) second, as the remaining scheduled installments Borrower may direct (subject to clause (d) below). Unless a Default or Event of principal due in respect Default has occurred and is continuing or would arise as a result thereof, any payment or prepayment of Committed Loans may be reborrowed by the Term Loans Borrower, subject to the terms and conditions hereof. Any notice of prepayment that fails to specify the Class of any Committed Loan being prepaid shall be deemed to have specified such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturitybe a General Loan.

Optional Prepayments. (i) Upon prior notice in accordance with Subject to Section 2.11(a)(iii2.11(a)(ii), the Borrower Representative shall have the right at any time and from time to time time, to prepay (the “Specified Asset Sales Prepayment”) an amount equal to up to (i) $75,000,000 in aggregate principal amount of the Loans with Year 1 Specified Asset Sales Proceeds, together with a prepayment premium of 1.00% of the principal amount being so prepaid, at any Borrowing time after the Closing Date and prior to the one-year anniversary of Term the Closing Date, and (ii) $75,000,000 in aggregate principal amount of the Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part with Year 2 Specified Asset Sales Proceeds, without premium or penalty (but subject to Sections 2.12(g) penalty, at any time on or after the one-year anniversary of the Closing Date and 2.16). Each such prepayment shall be paid prior to the Lenders in accordance with their respective Applicable Percentagessecond-year anniversary of the Closing Date. (ii) Upon prior notice in accordance with Section 2.11(a)(iii)To the extent the Year 1 Specified Asset Sales Proceeds exceed $75,000,000, the Borrower Representative shall have the right option to (i) prepay the Loans at any time after the Closing Date and from time prior to time to prepay any Borrowing the one-year anniversary of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but the Closing Date subject to the prepayment premium set forth in Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii2.11(d)(2)(A), first, shall (ii) reinvest such proceeds in a manner consistent with Section 2.11(b)(ii) or (iii) carry over such amounts to be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Classas Year 2 Specified Asset Sales Proceeds. (iii) The Notwithstanding anything in any Loan Document to the contrary, so long as no Default or Event of Default has occurred and is continuing, the Borrower Representative or any of its Subsidiaries may offer to prepay all or a portion of the outstanding Loans, with the consummation of any such prepayment subject to the consent of the Required Lenders, on the following basis: (A) the Borrower or any of its Subsidiaries shall notify have the Administrative Agent right to make a voluntary prepayment of Loans at a discount to par (andsuch prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this Section 2.11(a)(iii); provided that the Borrower or any of its respective Subsidiaries shall not initiate any action under this Section 2.11(a)(iii) in order to make a Discounted Term Loan Prepayment unless (I) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower or any of its Subsidiaries on the applicable Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall have passed since the date the Borrower or any of its Subsidiaries were notified that no Lender was willing to accept any prepayment of any Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s or any of its Subsidiaries’ election not to accept any Solicited Discounted Prepayment Offers and (z) each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by requirements of law, any claims such Lender may have against the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information; provided, further that any Loan that is prepaid will be automatically and irrevocably cancelled; provided, further, that no such prepayment will be effective without the consent of the Required Lenders. (1) Subject to the proviso to subsection (A) above, the Borrower or any of its Subsidiaries may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with three (3) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Borrower or any of its Subsidiaries, to each Lender and/or each Lender with respect to any Class of Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole increments of $500,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each relevant Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., Local Time, on the third Business Day after the date of delivery of such notice to the relevant Lenders (the “Specified Discount Prepayment Response Date”). (2) Each relevant Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its relevant then outstanding Loans at the Specified Discount and, if so (such accepting Lender, a Swingline Loan“Discount Prepayment Accepting Lender”), the Swingline amount and the tranches of such Lender’s Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment. (3) If there is at least one Discount Prepayment Accepting Lender, the Borrower or any of its Subsidiaries will make prepayment of outstanding Loans pursuant to this paragraph (B) to each Discount Prepayment Accepting Lender in writing accordance with the respective outstanding amount and tranches of Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection (2); provided that, if the aggregate principal amount of Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro-rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with the Borrower or any prepayment under this Section 2.11(aof its Subsidiaries and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the Borrower or any of its Subsidiaries of the respective Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Term Loan Prepayment and the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the tranches of Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender and the Administrative Agent of the Specified Discount Proration, if any, and confirmation of the principal amount, tranche and Type of Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower or any of its Subsidiaries and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower or any of its Subsidiaries shall be due and payable by the Borrower or any of its Subsidiaries on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below). (1) Subject to the proviso to subsection (A) above, the Borrower or any of its Subsidiaries may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with three (3) Business Days’ notice in the case form of a prepayment Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of a LIBO Rate Borrowingthe Borrower or any of its Subsidiaries, not later than 1:00 p.m. three Business Days before the date to each Lender and/or each Lender with respect to any Class of prepaymentLoans on an individual tranche basis, (BII) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each any such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date maximum aggregate principal amount of the relevant Loans (the “Discount Range Prepayment Amount”), the tranche or tranches of Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Loans with respect to each Borrowing or portion thereof relevant tranche of Loans willing to be prepaid; provided, that a notice of prepayment delivered prepaid by the Borrower Representative or any of its Subsidiaries (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may state that such notice is conditioned upon the effectiveness be offered with respect to different tranches of other transactionsLoans and, in which casesuch an event, each such notice may offer will be revoked or its effectiveness deferred by the Borrower Representative (by notice treated as a separate offer pursuant to the Administrative Agent on or prior to terms of this Section), (III) the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing Discount Range Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole increments of $500,000 in excess thereof and (IV) each such solicitation by the Borrower or any of its Subsidiaries shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each relevant Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding relevant Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., Local Time, on the third Business Day after the date of delivery of such notice to the relevant Lenders (the “Discount Range Prepayment Response Date”). Each relevant Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at least which such Lender is willing to allow prepayment of any or all of its then outstanding Loans of the applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Lender’s Loans (the “Submitted Amount”) such Lender is willing to have prepaid at the Submitted Discount. Any Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Loans at any discount to their par value within the Discount Range. (2) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with the Borrower or any of its Subsidiaries and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Loans to be prepaid at such Applicable Discount in accordance with this subsection (C). The Borrower or any of its Subsidiaries agree to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by the Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Term Loan Prepayment in an aggregate principal amount equal to the amount lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Lender that would has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be permitted deemed to have irrevocably consented to prepayment of Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection (3)) at the Applicable Discount (each such Lender, a “Participating Lender”). (3) If there is at least one Participating Lender, the Borrower or any of its Subsidiaries will prepay the respective outstanding Loans of each Participating Lender in the case of an advance of a Borrowing aggregate principal amount and of the same Type as tranches specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided in Section 2.02(c) or such lesser amount that is then outstanding with respect if the Submitted Amount by all Participating Lenders offered at a discount to such Borrowing being repaid. Each par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of Term the principal amount of the relevant Loans made pursuant for those Participating Lenders whose Submitted Discount is a discount to this Section 2.11(apar greater than or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be applied against made pro-rata among the remaining scheduled installments Identified Participating Lenders in accordance with the Submitted Amount of principal due each such Identified Participating Lender and the Auction Agent (in respect consultation with the Borrower or any of its Subsidiaries and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Discount Range Proration”). The Auction Agent shall promptly, and in any case within five (5) Business Days following the Discount Range Prepayment Response Date, notify (I) the Borrower or any of its Subsidiaries of the respective Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount of the Discounted Term Loan Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount and tranches of Loans to be prepaid at the Applicable Discount on such date, (III) each Participating Lender and the Administrative Agent of the aggregate principal amount and tranches of such Class Lender to be prepaid at the Applicable Discount on such date, and (z) if applicable, each Identified Participating Lender and the Administrative Agent of the Discount Range Proration. Each determination by the Auction Agent of the amounts stated in the manner specified by foregoing notices to the Borrower Representative or, if not so or any of its Subsidiaries and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified on or prior in such notice to the date Borrower or any of its Subsidiaries shall be due and payable by such optional prepaymentBorrower on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below). (1) Subject to the proviso to subsection (A) above, in direct order the Borrower or any of maturity.its Subsidiaries may from time to time solicit Solicited Discounted Prepayment Offers by providing the Auction Agent wi

Optional Prepayments. (i) Upon prior The Company may, at its option, upon notice in accordance with Section 2.11(a)(iii)as provided below, the Borrower Representative shall have the right prepay at any time and all, or from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii)of, the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving LoansNotes, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages an amount not less than 5% of the relevant Class. (iii) The Borrower Representative shall notify aggregate principal amount of the Administrative Agent (andNotes then outstanding, in the case of a prepayment partial prepayment, at 100% of a Swingline Loanthe principal amount so prepaid, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, that, so long as no Default or Event of Default shall then exist, at any time on or after (Bi) in the case of a prepayment of a BA Rate BorrowingAugust 4, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or2024, in the case of clauses the Tranche A Notes, and (Aii) through (C)the three-year anniversary of the Second Closing Date, in the case of the Tranche B Notes, the Company may, at its option, upon notice as provided below, prepay all or any part of the Notes at 100% of the principal amount so prepaid, together with, in each case, accrued interest to the prepayment date. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such later date prepayment unless the Company and the Required Holders agree to which the Administrative Agent may agree)another time period pursuant to Section 17. Each such notice shall specify such date (which shall be irrevocable (except as set forth in a Business Day), the proviso aggregate principal amount of Notes to this sentence) and shall specify the prepayment date and be prepaid on such date, the principal amount of each Borrowing or portion thereof Note held by such holder to be prepaid; providedprepaid (determined in accordance with Section 8.3), that a notice of and the interest to be paid on the prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding date with respect to such Borrowing principal amount being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) prepaid, and shall be applied against accompanied by a certificate of a Senior Financial Officer as to the remaining scheduled installments of principal estimated Make-Whole Amount due in respect of the Term Loans of connection with such Class in the manner specified by the Borrower Representative or, prepayment (calculated as if not so specified on or prior to the date of such optional notice were the date of the prepayment), setting forth the details of such computation. Two (2) Business Days prior to such prepayment, in direct order the Company shall deliver to each holder of maturityNotes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments. (i) Upon prior The Borrower may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term the Loans of one or more Classes (such any Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty penalty; provided that (but subject i) such notice must be received by the Administrative Agent not later than (A) 1:00 p.m. three Business Days prior to Sections 2.12(gany date of prepayment of Eurocurrency Rate Loans and (B) 12:00 noon on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and 2.16)(iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (a) the date and amount of such prepayment, (b) the Class(es) of Loans to be prepaid, (c) in the case of 5-Year Tranche Loans, the amortization payments to which such prepayment is to be applied; provided that if the Borrower makes no such specification, any prepayment of 5-Year Tranche Loans shall reduce subsequent amortization payments in the direct order of maturity, and (d) the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment on the date specified therein; provided that any such notice may state that it is conditioned upon the incurrence of other indebtedness or the receipt of proceeds from another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) if such condition is not satisfied. 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 such prepayment shall be paid applied to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to Lenders of the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders applicable Class in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturityLoans.

Optional Prepayments. (i) Upon prior The Borrower may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such any Class or Classes to be selected by the Borrower Representative in its sole discretion) and Revolving Credit Loans of any Class in whole or in part without premium or penalty (but subject except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to Sections 2.12(gthe 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 2.16)(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 the Class(es) and 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 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 Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. 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 Lenders Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities and Incremental Facilities. (ii) Upon prior The Borrower may, upon notice in accordance to the Swing Line Lender (with Section 2.11(a)(iiia copy to the Administrative Agent), the Borrower Representative shall have the right at any time and or from time to time to time, voluntarily prepay any Borrowing of Revolving Swing Line Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty penalty; provided that (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall A) such notice must be applied ratably to received by the Swingline Loans Swing Line Lender and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment (orshall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree)entire principal amount thereof then outstanding. Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof 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 be prepaid; providedthe contrary contained in this Agreement, that a the Borrower may, subject to Section 3.05, rescind any notice of prepayment delivered by 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 Representative may state that such notice is conditioned upon the effectiveness (x) makes any prepayment of other transactionsany Term B-5-6 Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-5-6 Loans, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or each case prior to the specified effective datesix (6) if such condition is not satisfied. Promptly following receipt month anniversary of any such notice of prepayment relating to any Borrowingthe SeventhEighth Amendment Effective Date, the Administrative Agent Borrower shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be pay a premium in an amount at least equal to the amount that would be permitted 1.00% of (A) in the case of an advance of a Borrowing of clause (x), the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term B-5-6 Loans of such Class being prepaid or (B) in the manner specified by case of clause (y), the Borrower Representative or, if not so specified on or aggregate amount of the applicable Term B-5-6 Loans outstanding immediately prior to the date of such optional prepaymentamendment, in direct order each case to the Administrative Agent, for the ratable account of maturityeach of the applicable Term Lenders.

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii), the The Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part part, without premium or penalty (but penalty, subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders prior notice given in accordance with their respective Applicable Percentagesparagraph (a)(ii) of this Section, or otherwise in form and substance reasonably acceptable to the Administrative Agent. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy or transmission by electronic communication in writing accordance with Section 9.01(b)) of any prepayment under this Section 2.11(ahereunder (i) (Ax) in the case of a prepayment of a LIBO Rate EurocurrencyTerm SOFR Borrowing, not later than 1:00 2:00 p.m. three New York City time, three (1) Business Days before the date of prepayment, or (By) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, (ii) in the case of a prepayment of a BA Base Rate BorrowingBorrowing and LIBORSOFR Daily Floating Rate Loans, not later than 1:00 p.m. three Business Days before noon, New York City time, on the date of prepayment or (Ciii) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or a Swingline Loan, not later than 1:00 p.m. 2:00 p.m., New York City time on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree)prepayment. Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; providedprovided that, that if a notice of prepayment delivered is given in connection with a conditional notice of termination of the Commitments as contemplated by the Borrower Representative may state that Section 2.08, then such notice is conditioned upon the effectiveness of other transactions, in which case, such notice prepayment may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.08. Promptly following receipt of any such notice of prepayment relating to any a Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid2.02. Each prepayment of Term a Borrowing shall be applied ratably to the Loans made included in the notice of prepayment. Prepayments pursuant to this Section 2.11(a2.10(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified accompanied by the Borrower Representative or, if not so specified on or prior accrued interest to the date of such optional prepayment, in direct order of maturityextent required by Section 2.12 and shall be subject to Section 2.15.

Optional Prepayments. (ia) Upon prior The Company may, upon at least one Domestic Business Day’s notice to the Administrative Agent, prepay any Base Rate Borrowing (or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.0l(a)) in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right whole at any time and time, or from time to time to prepay in part in amounts aggregating $5,000,000 or any Borrowing larger multiple of Term Loans of one or more Classes (such Class or Classes $1,000,000, by paying the principal amount to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject prepaid together with accrued interest thereon to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Borrowing. (b) Except as otherwise provided in subsection (a), the Company may, upon at least five Domestic Business Days’ notice to the Administrative Agent, repay any Committed Borrowing in whole at any time, by paying the principal amount to be prepaid together with (Bx) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before accrued interest thereon to the date of prepayment or and (Cy) in all losses and expenses (if any) relating thereto which are (i) determined pursuant to Section 2.13 and (ii) notified to the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered Company by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount Bank at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or one Domestic Business Day prior to the date of such optional prepayment, provided that the 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. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in direct order such Borrowing. (c) Except as provided in Section 8.02, the Company may prepay all or any portion of maturitythe principal amount of any Money Market Borrowing (other than a Money Market Loan bearing interest at the Base Rate) prior to the maturity thereof if the Company obtains the consent of each Bank which made a Money Market Loan included in such Borrowing and pays 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 2.13 and (ii) notified to the Company by the relevant Bank at least one Domestic Business Day prior to the date of such prepayment, provided that the 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 (which payment shall be made not later than one Domestic Business Day following notice to the Company from such Bank). Each such optional prepayment shall be applied to prepay ratably the Money Market Loans of the several Banks included in such Money Market Borrowing. (d) Upon receipt of a notice of prepayment pursuant to this Section, 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.

Optional Prepayments. (ia) Upon prior notice in accordance with Section 2.11(a)(iii), the Optional Prepayments other than as a result of Vessel Financing Termination. The Borrower Representative shall have the right privilege of prepaying Base Rate Loans without premium or penalty at any time in whole or at any time and from time to time in part (but, if in part, then in an amount which is equal to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by greater than $1,000,000); provided, however, that the Borrower Representative shall have given notice of such prepayment to the Agent (which shall in its sole discretionturn provide such notice promptly to the Lenders) no later than 12:00 noon on the date of such prepayment. The Borrower shall have the privilege of prepaying Eurodollar Loans (i) without premium or penalty in whole or in part without premium (but, if in part, then in an amount which is equal to or penalty greater than $5,000,000) only on the last Business Day of an Interest Period for such Loan, and (but subject ii) at any other time so long as the breakage fees and funding losses then due pursuant to Sections 2.12(gSection 2.13 are paid; provided, however, that the Borrower shall have given notice of such prepayment to the Agent (which shall in turn provide such notice promptly to the Lenders) and 2.16)no later than 11:00 a.m. at least three (3) Business Days before the last Business Day of such Interest Period or the proposed prepayment date. Each such prepayment optional payment shall be paid accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and any applicable breakage fees and funding losses then due pursuant to Section 2.13. Borrower shall also pay any "true-up" costs and expenses payable to any Swap Parties as a result of such prepayment under the Interest Rate Protection Agreement as required pursuant to Section 6.10. Optional prepayments, other than as a result of a Vessel Financing Termination, shall be applied (i) to the Lenders Construction Loans (first to the portion thereof that would not be able to be converted to Term Loans on the Conversation Date pursuant to the terms hereof, then to the portion that would otherwise be converted into Tranche C Loans on the Conversion Date, pro rata, and then to the remaining portion thereof) or the remaining payments of the Tranche C Term Loans, if any are then outstanding, in accordance with their respective Applicable Percentages. inverse order of maturity, and then (ii) Upon prior notice to the remaining payments of the Tranche B Term Loans, if any are then outstanding, in accordance with Section 2.11(a)(iii)inverse order of maturity, and (iii) then to the outstanding balance of the Tranche A Loans; provided that if the Borrower Representative shall have prepays all of the right at Construction Loans that would otherwise be converted into Tranche C Loans on or before the Conversion Date, then any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan subsequent optional prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a2.10(a) shall be applied against to the remaining scheduled installments of principal due in respect payments of the Tranche B Term Loans, pro rata. Amounts prepaid on the Loans of such Class in the manner specified by the Borrower Representative or, if may not so specified on or prior to the date of such optional prepayment, in direct order of maturitybe reborrowed.

Optional Prepayments. (i) Upon prior The Borrower may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay ratably any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) then outstanding in whole or in part without premium or penalty penalty; provided that (but subject to Sections 2.12(gi) and 2.16). Each such prepayment shall notice must be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify received by the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) not later than 12:00 noon (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the prior to any date of prepayment, prepayment of Eurodollar Rate Loans and (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of clauses (A) through (C), such later date to which the Administrative Agent may agree)entire principal amount thereof then outstanding. Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s 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; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness consummation of other transactionsanother transaction, in which case, case such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of ; provided, further that the Borrower shall compensate and hold harmless any Lender from any loss, cost or expense incurred by such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders Lender in accordance with Section 2.20 as a result of the contents thereoffailure to make such prepayment. Each partial Any prepayment of any Borrowing a Eurodollar Rate Loan shall be in an amount at least equal accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 2.20. Subject to Section 2.15, each such prepayment shall be allocated ratably between each Class of Loans and applied to the amount that would be permitted in Loans within such Class, as the case of an advance of a Borrowing may be, of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of applicable Lenders within such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturityaccordance with their respective Pro Rata Shares.

Optional Prepayments. (i) Upon prior The Borrower may, upon notice in accordance with Section 2.11(a)(iii)to the Administrative Agent by the Borrower, the Borrower Representative shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such any Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject except as set forth in Section 2.05(a)(iv)); provided that (1) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Eurocurrency Banking Days prior to Sections 2.12(gany date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) five (5) RFR Business Days prior to any date of prepayment of Daily Simple RFR Loans denominated in Dollars, (C) three (3) RFR Business Days prior to any date of prepayment of Term RFRSOFR Loans denominated in Dollars, (DB) five (5) RFR Business Days prior to any date of prepayment of RFR Loans denominated in any Alternative Currency, (EC) four (4) Eurocurrency Banking Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in any Alternative Currency and 2.16)(FD) 1:00 p.m., on the same Business Day as the date of prepayment of Base Rate Loans, (2) any prepayment of Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan, Eurocurrency Rate Loan or RFR 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 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 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior The Borrower may, upon notice in accordance to the Swing Line Lender (with Section 2.11(a)(iiia copy to the Administrative Agent), the Borrower Representative shall have the right at any time and or from time to time to time, voluntarily prepay any Borrowing of Revolving Swing Line Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty penalty; provided that (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii)1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. on the date of the prepayment, first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including (2) any Additional Revolving Loans. Each such prepayment shall be paid to in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, the Revolving Lenders 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 accordance with their respective Applicable Percentages of such notice shall be due and payable on the relevant Classdate specified therein. (iii) The Notwithstanding anything to the contrary contained in this Agreement, the Borrower Representative may rescind any notice of prepayment or change the date of any such prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all or a portion of the Facilities, which refinancing shall notify not be consummated or shall otherwise be delayed. (iv) In the Administrative Agent event that the Borrower (andx) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Initial Term Loans, in each case prior to the case six (6) month anniversary of a prepayment of a Swingline Loanthe Closing Date, the Swingline Lender) Borrower shall pay a premium in writing an amount equal to 1.00% of any prepayment under this Section 2.11(a) (A) in the case of a prepayment clause (x), the amount of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, Initial Term Loan being prepaid or (B) in the case of a prepayment clause (y), the aggregate amount of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (orapplicable Initial Term Loans outstanding immediately prior to such amendment, in the each case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to Agent, for the specified effective date) if such condition is not satisfied. Promptly following receipt ratable account of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders each of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Initial Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturityLenders.

Optional Prepayments. (a) The Borrower shall have the right to prepay the Senior Loans at any time or from time to time, provided that: (i) Upon the Borrower has obtained the specific prior approval of the Central Bank of Chile with respect to such prepayment and with respect to the fee referred to in clause (vi) of this Section 2.05(a); (ii) the Borrower shall give each Senior Lender notice of each such prepayment as provided in Section 4.04 of the IDB Loan Agreement and in Section 4.04 of the EDC Loan Agreement (and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable thereunder); (iii) Senior Loans may be prepaid only on an Interest Payment Date occurring after the first Principal Payment Date; (iv) one-half of the amount of the prepayment shall be made available to each Senior Lender and, once paid to such Senior Lender, shall be applied in accordance with Section 2.11(a)(iii)4.01(b) of the Senior Loan Agreement to which such Senior Lender is a party; (v) amounts prepaid under this Section 2.05 may not be reborrowed; (vi) in addition to any break-funding costs payable to either or both of the Senior Lenders incurred in connection with such prepayment, the Borrower Representative shall have the right at pay to IDB a fee for any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably 2.05 prior to the Swingline Loans and eighth Principal Payment Date in an amount equal to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages (A) 2.0% of the relevant Class.amount of the IDB Loan prepaid during the period commencing on the first Principal Payment Date to but excluding the fourth Principal Payment Date or (B) 1.0% of the amount of the IDB Loan prepaid during the period commencing on the fourth Principal Payment Date to but excluding the eighth Principal Payment Date; and (iiivii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any each partial prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing 2.05 shall be in an amount at least equal to $2,000,000 and, if greater, in incremental multiples of $1,000,000. (b) Notwithstanding clauses (ii) and (iii) of Section 2.05(a), in the event that the Borrower desires to prepay Senior Loans without providing the notice required pursuant to Section 2.05(a)(ii) or on any day which is not an Interest Payment Date occurring after the first Principal Date as required in Section 2.05(a)(iii). then the Borrower's right to prepay any Senior Loans is subject to (i) the payment by the Borrower to each Senior Lender of an additional fee in Common Agreement an amount equal to the amount that of interest which would be permitted in have accrued on the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect to be so prepaid during the immediately succeeding 60 days, and (ii) the Borrower's compliance with clauses (i), (iv), (v), (vi) and (vii) of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturitySection 2.05(a).

Optional Prepayments. (i) Upon prior The Borrower may, upon notice to the Administrative Agent (or the Revolver Agent in the case of any notice in accordance connection with Section 2.11(a)(iii)any Revolving Credit Facilities, Revolving Credit Commitments, Revolving Credit Loans, Extended Revolving Credit Commitments or Loans thereunder or Incremental Revolving Credit Commitments) by the Borrower Representative shall have the right Borrower, at any time and or from time to time to voluntarily prepay any Borrowing of Term Loans of one or more Classes (such any Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject except as set forth in Section 2.05(a)(iv)); provided that (1) such notice must be received by the Administrative Agent or the Revolver Agent, as applicable, not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to Sections 2.12(gany 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), (B) on the date of prepayment of Base Rate Loans, (C) three (3) Business Days prior to any date of prepayment of Revolver Adjusted Term SOFR Rate Loans and 2.16)(D) five (5) Business Days prior to any date of prepayment of Revolver Adjusted Daily Simple SOFR Loans and (2) any prepayment of Eurocurrency Rate Loans or Revolver Adjusted Term SOFR 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 shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent (or the Revolver Agent, as applicable) will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan or Revolver Adjusted Term SOFR 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 Maturity 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) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class[reserved]. (iii) The Notwithstanding anything to the contrary contained in this Agreement, the Borrower Representative shall notify may rescind any notice of prepayment under Section 2.05(a) if such notice of prepayment states that such prepayment is conditioned upon the Administrative Agent effectiveness of an Investment, Change of Control, the effectiveness of other credit facilities, acquisition, debt or equity offering, and such condition is not satisfied. (andiv) In the event that the Borrower (x) makes any prepayment of any Class of Initial Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to any Class of Initial Term Loans, in each case prior to the case six (6) month anniversary of a prepayment of a Swingline Loanthe Amendment No. 2 Effective Date, the Swingline Lender) Borrower shall pay a premium in writing an amount equal to 1.0% of any prepayment under this Section 2.11(a) (A) in the case of a prepayment clause (x), the amount of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, such Initial Term Loans being prepaid or (B) in the case of a prepayment clause (y), the aggregate amount of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (orapplicable Initial Term Loans outstanding immediately prior to such amendment, in the each case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to Agent, for the specified effective date) if such condition is not satisfied. Promptly following receipt ratable account of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders each of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of applicable Initial Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturityLenders.

Optional Prepayments. (i) Upon The Borrower may, upon prior notice to the -------------------- Administrative Agent (which may be given by 11:00 a.m. (New York City time) on the date of prepayment in accordance with Section 2.11(a)(iii), the Borrower Representative case of prepayment of Swing Line Loans and which shall have be given at least one Business Day in advance in the right at case of prepayment of Revolving Loans which consist of Base Rate Loans and three Business Days in advance in the case of prepayment of any time and from time to time to prepay Revolving Loans which are Eurodollar Rate Loans or any Borrowing of Term Loans of one or more Classes (such Class or Classes any Interest Type), stating the proposed date and aggregate principal amount of the prepayment and the Type and Interest Type of Loans to be selected by prepaid (and if such notice is given the Borrower Representative in its sole discretion) shall), prepay in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing outstanding principal of Revolving Loans of any Classsuch Type and Interest Type, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (andtogether with, in the case of a any prepayment of a Swingline LoanEurodollar Rate Loans, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before interest thereon to the date of prepayment, (B) in the case of a such prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment principal amounts prepaid (orplus, in the case of clauses (A) through (C)prepayment of Eurodollar Rate Loans prior to the end of the applicable Interest Period, such later date to any additional amount for which the Administrative Agent may agree). Each such notice Borrower shall be irrevocable (except as set forth in the proviso obligated pursuant to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidSection 9.04(c)); provided, however, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each each -------- ------- partial prepayment of any Borrowing Eurodollar Rate Loans shall be in an aggregate principal amount at least equal of $1,000,000 or an integral multiple of $100,000 in excess thereof, and each partial prepayment of Base Rate Loans shall be in an aggregate principal amount of $500,000 or an integral multiple of $100,000 in excess thereof (it being understood that the amount of such prepayment shall be rounded upwards to the amount that would be permitted in nearest multiple of $100,000 after giving effect to the case of next sentence). Notwithstanding anything to the contrary herein, an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each optional prepayment of Term Loans made pursuant to under this Section 2.11(a2.04(a) may only be made if a simultaneous optional prepayment of term loans is made under the Canadian Credit Agreement, and the aggregate amount of such prepayments is such that the Applicable US Facility Percentage of such amount is equal to at least $500,000. Each optional prepayment of any Term Loans under this Section 2.04(a) shall be applied against to the remaining scheduled installments thereof in the following order of principal due in respect of priority: (i) subject to clause (ii) below, to the Term A Loans and Term B Loans to the full extent thereof on a pro rata basis in direct order of such Class in maturity (and ratably among the manner specified by Term A Lenders and Term B Lenders, respectively, as applicable); and (ii) notwithstanding the foregoing clause (i), so long as (and to the extent that) any Term A Loans are outstanding, the Borrower Representative ormay offer the Term B Lenders the option to, if not so specified and any Term B Lender may elect to, waive its ratable share of any optional prepayment under this Section 2.04(a). In the event that any Term B Lender elects by 2:00 p.m. (New York City time) on or the day prior to the date of prepayment to waive such right with respect to an optional prepaymentprepayment under Section 2.04(a)(i), 100% of that Term B Lender's ratable share of such prepayment shall be applied to the prepayment of Term A Loans ratably to the Term A Lenders in direct order of maturity. If no Term A Loans are outstanding, such option to offer and election to waive application of prepayments to the Term B Loans shall not be available.

Optional Prepayments. (a) The Borrower or any Additional Borrower may (i) Upon prior upon at least one Domestic Business Day’s notice to the Administrative Agent, 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 accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right whole at any time and time, or from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes in part, by paying the principal amount to be selected by prepaid together with accrued interest thereon to the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each date of prepayment; provided that any such partial prepayment shall be paid to in the Lenders in accordance with their respective Applicable Percentages. amount of $25,000,000 (ii) Upon prior notice in accordance with Section 2.11(a)(iii), or the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (andForeign Currency Equivalent thereof, in the case of a prepayment Foreign Currency Loans) or any multiple of a Swingline Loan, $5,000,000 (or the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (orForeign Currency Equivalent thereof, in the case of clauses (AForeign Currency Loans) through (C), such later date to which the Administrative Agent may agree)in excess thereof. Each such notice optional prepayment shall be irrevocable applied to prepay ratably the Loans of the several Banks included in such Borrowing. (except b) Except as set forth provided in clause (i) of Section 2.11(a), the proviso to this sentence) Borrower and shall specify the prepayment date and any Additional Borrowers may not prepay all or any portion of the principal amount of each Borrowing or portion thereof any Money Market Loan prior to be prepaid; provided, that the maturity thereof. (c) Upon receipt of a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice pursuant to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowingthis Section, the Administrative Agent shall advise the relevant Lenders promptly notify each Bank of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans thereof and of such Class in the manner specified Bank’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower Representative oror the Additional Borrower, if not so specified on or prior to as the date of such optional prepayment, in direct order of maturitycase may be.

Optional Prepayments. (i) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have may, upon irrevocable notice from the right Borrower to the Agent, at any time and or from time to time to voluntarily prepay any Borrowing of Term any Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(gthe payment of the Applicable Prepayment Premium; provided that (i) such notice must be received by the Agent not later than 12:00 p.m. three Business Days prior to any date of prepayment of any Loans; and 2.16(ii)(A) any prepayment of LIBOR Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (B) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Rate Loans, the Interest Period(s) of such Loans. The 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 (except that any such notice may be conditioned on the US-DOCS\117605822.23 KE 70583695.23 receipt of net proceeds from any refinancing indebtedness or the consummation of a Change of Control that results in a refinancing and payment in full of the Obligations). Any prepayment of the Loan shall be accompanied by all accrued interest on the amount prepaid plus the Applicable Prepayment Premium, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the principal installments of the Loans as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Loans under Section 2.7 in direct order of maturity) and shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of a BA Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (C) in the case of a prepayment of an Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) through (C), such later date to which the Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c) or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturity.

Optional Prepayments. (ia) Upon prior notice in accordance with Section 2.11(a)(iii), the The Borrower Representative shall have the right may at any time and from time to time to prepay the Revolving Loans or any Borrowing Tranche of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (but subject to Sections 2.12(g) and 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Upon prior notice in accordance with Section 2.11(a)(iii), the Borrower Representative shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, including any Additional Revolving Loans, in whole or in part part, without premium or penalty (but subject to except as specifically provided in Section 2.16). Revolving Loan prepayments made pursuant to this Section 2.11(a)(ii2.11(b), first, shall be applied ratably upon irrevocable written notice delivered to the Swingline Loans and to outstanding LC Disbursements and, second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent no later than 12:00 Noon, New York City time, (andi) three Business Days prior thereto, in the case of a prepayment of a Swingline LoanEurocurrency Loans that are Revolving Loans or Term Loans, the Swingline Lender(ii) in writing of any prepayment under this Section 2.11(a) (A) one Business Day prior thereto, in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before ABR Loans that are Term Loans and (iii) on the date of prepayment, (B) in the case of a prepayment of a BA Rate BorrowingABR Loans that are Revolving Loans, not later than 1:00 p.m. three Business Days before which notice shall specify (x) the date and amount of prepayment, (y) whether the prepayment is of Revolving Loans or a Tranche of Term Loans and (Cz) in whether the case prepayment is of Eurocurrency Loans or ABR Loans; provided that if a prepayment Eurocurrency Loan is prepaid on any day other than the last day of an Alternate Base Rate Borrowingthe Interest Period applicable thereto, Canadian Prime Rate Borrowing or Swingline Loan, not later than 1:00 p.m. on the date Borrower shall also pay any amounts owing pursuant to Section 2.21. Upon receipt of prepayment (or, in the case of clauses (A) through (C), any such later date to which notice the Administrative Agent may agree)shall promptly notify each relevant Lender thereof. Each If any such notice is given, the amount specified in such notice shall be irrevocable due and payable on the date specified therein (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, provided that a any such notice of prepayment delivered by the Borrower Representative 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 transactionscredit facilities), in which case, case such notice may be revoked or its effectiveness deferred by the Borrower Representative (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 Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Promptly following receipt Partial prepayments of any such notice Term Loans and of prepayment relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing Revolving Loans shall be in an aggregate principal amount at least equal to the amount that would be permitted of (i) $1,000,000 or a whole multiple of $100,000 in excess thereof (in the case of an advance prepayments of a Borrowing of the same Type as provided in Section 2.02(cABR Loans) or such lesser amount that is then outstanding with respect (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 such Borrowing being repaid. Each the provisions of Section 2.18. (b) Any prepayment of Term Loans made pursuant to this Section 2.11(a2.11 or Section 2.12(a) of the Initial Tranche B Term Loans as a result of a Repricing Transaction shall be applied against accompanied by a prepayment fee, which shall initially be 1% of the remaining scheduled installments aggregate principal amount prepaid and shall decline to 0% on and after the first anniversary of principal due in respect the Closing Date. (c) [RESERVED] (d) In connection with any optional prepayments by the Borrower of the Term Loans of pursuant to this Section 2.11, such Class in the manner specified by the Borrower Representative or, if not so specified prepayments shall be applied on or prior a pro rata basis to the date then outstanding Term Loans being prepaid irrespective of whether such optional prepayment, in direct order of maturityoutstanding Term Loans are ABR Loans or Eurocurrency Loans.