Common use of Optional Prepayments Clause in Contracts

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. (a) The Borrower shall have Borrowers may on any Business Day, upon revocable notice to the right at Loan Agent not less than ten (10) Business Days prior thereto, prepay all or any time and from time to time to prepay any Borrowingportion of the outstanding principal amount of such Loans held directly or indirectly by Airbus or its Affiliates, in whole or in partpart (but, with respect to any partial prepayment, not less than a minimum amount of $1,000,000, plus any whole multiple of $100,000, or such lesser amount as results in a prepayment of such Loans in full), together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that if any prepayment of all or a portion of such Loans is made by the Borrowers other than on an Interest Payment Date, the Borrowers shall also pay any amounts owing pursuant to Section 2.10(e). Except for any such amounts owing pursuant to Section 2.10(e), prepayments pursuant to this Section 2.5(a) shall be without premium or penalty, by . (b) Upon the giving irrevocable written of any notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment under clause (a) of any Eurodollar Borrowingthis Section 2.5, not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof the Loans specified to be prepaid. Upon receipt of any such noticeprepaid together with accrued and unpaid interest thereon and other amounts, the Administrative Agent if any, due with respect thereto as provided in Section 2.5(a), shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be become due and payable on the date designated in specified for such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d)prepayment; provided, however, that if any failure to make any such prepayment in full on such date shall be deemed to be an automatic revocation of the notice of prepayment given under Section 2.5(a) and such failure shall not constitute a Eurodollar Borrowing is prepaid Default or an Event of Default hereunder; provided, further, however, that the Borrowers shall be obligated to pay on a such date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all any amounts required pursuant owing under Section 2.10(e) due to Section 2.18. Each such failure to prepay. (c) Any partial prepayment of any Loan (other than a Swingline Loanthe Loans under Section 2.5(a) shall be in an amount that would be permitted in applied pro rata as among the case of an advance of a Revolving Borrowing outstanding Tranches of the Loans held directly or indirectly by Airbus or its Affiliates and pro rata among the Loans in each such Tranche, and to the then remaining installments of the outstanding principal amount of the Loans held, directly or indirectly, by Airbus or its Affiliates on a pro rata basis. Any such prepayment shall be paid to the Loan Agent for application as provided in Section 2.9. The Borrowers shall have no right to optionally prepay the principal amount of the Loans held, directly or indirectly, by Airbus or its Affiliates other than as provided in this Section 2.5 and Section 2.10, 2.12 or 9.1. (d) The Borrowers shall have the same Type pursuant prepayment rights with respect to Section 2.3 Loans not held, directly or indirectly, by Airbus or its Affiliates as set forth above in the case of a Swingline Loan pursuant to this Section 2.5. Each ; provided, however, that if requested by the Initial Lender in connection with a transfer or sell down transaction into the capital markets as envisioned in Section 9.2(e), the Borrowers shall have such prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingrights as are determined as provided in Section 9.2(c).

Optional Prepayments. The Borrower shall have the right at any time and may, from time to time on any Business Day (and with respect to Advances denominated in Agreed Foreign Currencies, no more than twice per week on any Business Day), voluntarily prepay any Borrowing, Advances in whole or in part, without premium penalty or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) premium; provided that the Borrower shall have delivered to the Administrative Agent no later than 12:00 noonwritten notice of such prepayment (such notice, a “Notice of Prepayment”) in the form of Exhibit C hereto (i) in the case of a prepayment of any Eurodollar Borrowinga Syndicated Advance denominated in Dollars, not less by no later than three 2:00 p.m. at least one (31) Business Days Day prior to any the day of such prepayment, (ii) in the case of any a prepayment of any Base Rate Borrowinga Syndicated Advance denominated in an Agreed Foreign Currency, on by no later than 2:00 p.m. at least three (3) Business Days prior to the Business Day day of such prepayment, and (iii) in the case of a prepayment of a Swingline BorrowingsAdvance denominated in Dollars, by no later than 2:00 p.m. on the date of such prepayment, and provided, further, that there shall not be more than two (2) such prepayments during any calendar month which are made in whole or in part with any Interest Proceeds. Each such notice Any Notice of Prepayment received by the Administrative Agent after 2:00 p.m. shall be irrevocable and shall specify deemed received on the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaidnext Business Day. Upon receipt of any such noticeNotice of Prepayment, the Administrative Agent shall promptly notify each affected Lender Lender. Each such Notice of Prepayment shall be irrevocable and effective upon the contents thereof date received and of such Lender’s Pro Rata Share of any such prepayment. If shall be dated the date such notice is given, signed by a Responsible Officer of the aggregate Borrower and otherwise appropriately completed. Each prepayment of any Advance by the Borrower pursuant to this Section 2.05(a) shall in each case be in a principal amount of at least $500,000 or, if less, the entire outstanding principal amount of the Advances of the Borrower. If a Notice of Prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated specified therein. The Borrower shall make the payment amount specified in such noticenotice by wire transfer of immediately available funds by 11:00 a.m. to the Agent’s Account. The Administrative Agent promptly will make such payment amount specified in such notice available to each Lender in the amount of each Lender’s Percentage of the payment amount by wire transfer to such Lender’s account. Any funds for purposes of a voluntary prepayment received by the Administrative Agent after 11:00 a.m. shall be deemed received on the next Business Day. The Borrower (or the Collateral Manager on its behalf) shall have discretion to determine whether any such prepayment is paid from available Interest Proceeds and/or from available Principal Proceeds. If any such prepayment is to be paid, in whole or in part, from available Interest Proceeds, the aggregate amount of Interest Proceeds which are used to make such prepayment shall not exceed the Excess Interest Proceeds Amount and the Borrower (or the Collateral Manager on its behalf) shall deliver to the Agents an Excess Interest Proceeds Estimate together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than related Notice of Prepayment. For the last day avoidance of an Interest Period applicable theretoany doubt, the Borrower shall also pay all amounts required pursuant may only provide a Notice of Prepayment to Section 2.18. Each partial prepayment prepay Advances that are outstanding on the date such Notice of Prepayment is delivered and may not provide a Notice of Prepayment to prepay any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingfuture Advances.

Optional Prepayments. (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, Borrowing in whole or in part, without premium or penalty, by giving irrevocable written subject to prior notice given in accordance with paragraph (a)(ii) of this Section, or telephonic notice promptly confirmed otherwise in writing) form and substance reasonably acceptable to the Administrative Agent. (ii) The Borrower shall notify the Administrative Agent no later than 12:00 noon(and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy or transmission by electronic communication in accordance with Section 9.01(b)) of any prepayment hereunder (i) (x) in the case of prepayment of any Eurodollar Borrowinga Eurocurrency Borrowing in Dollars, not less later than 2:00 p.m., New York City time, three (3) Business Days before the date of prepayment, or (y) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any such prepaymentdate of prepayment of Eurocurrency Loans denominated in Alternative Currencies, (ii) in the case of any prepayment of any a Base Rate Borrowing, not later than noon, New York City time, on the Business Day date of such prepayment, and prepayment or (iii) in the case of prepayment of a Swingline BorrowingsLoan, not later than 2:00 p.m., New York City time, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed prepayment date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Upon Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall promptly notify each affected Lender advise the Lenders of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 2.18thereof. Each partial prepayment of any Loan (other than a Swingline Loan) Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to as provided in Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.52.02. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingincluded in the notice of prepayment. Prepayments pursuant to this Section 2.10(a) shall be accompanied by accrued interest to the extent required by Section 2.12 and shall be subject to Section 2.15.

Optional Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing, Term Loans and Revolving Credit Loans in whole or in part, part without premium or penalty, penalty (except as set forth below); provided that (1) such notice must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than 12:00 noon1:00 p.m. (A) three (3) Business Days’ prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (iB) four Business Days (or five, in the case of prepayment of any Eurodollar Borrowing, not less than three (3Loans denominated in Special Notice Currencies) Business Days prior to any such prepayment, (ii) in the case date of any prepayment of any Base Eurocurrency Rate Borrowing, on the Business Day of such prepaymentLoans denominated in Alternative Currencies, and (iiiC) in the case of Swingline Borrowings, on the date of such prepaymentprepayment 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 be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Class(es) and Type(s) of each Borrowing or portion thereof Loans to be prepaid. Upon The Administrative Agent will promptly notify each Appropriate Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share of any such prepayment. If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.53.05. Each prepayment of a Borrowing the Loans pursuant to this Section 2.05(a) shall be applied ratably 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 comprising under Section 2.07(a) and (b) in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, on or prior to the 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 Borrowingamendment 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) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay Term Loans of any Borrowing, Class and Revolving Credit Loans of any Class in whole or in part, part without premium or penalty, by giving irrevocable written penalty (except as set forth below); provided that (A) such notice (or telephonic notice promptly confirmed must be in writing) a form reasonably acceptable to the Administrative Agent no and be received by the Administrative Agent not later than 12:00 noon, 11:00 a.m. (i1) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case date of any prepayment of any Base Eurodollar Rate Borrowing, on the Business Day of such prepayment, Loans and (iii2) in the case of Swingline Borrowings, on the date of such prepaymentprepayment 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 be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Class(es) and Type(s) of each Borrowing or portion thereof Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Upon The Administrative Agent will promptly notify each Appropriate Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share ratable portion of any such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.183.05. Each partial prepayment of any Loan (other than a Swingline Loanoutstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any 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 each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount that would be permitted equal to 1.00% of (A) in the case of an advance of a Revolving Borrowing clause (x), the amount of the same Type pursuant to Section 2.3 Second Amendment Effective Date Term Loan being prepaid or (B) in the case of a Swingline Loan pursuant clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to Section 2.5. Each prepayment of a Borrowing shall be applied ratably such amendment, in each case to the Loans comprising such BorrowingAdministrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower shall have may, upon written notice to the right Administrative Agent by the Borrower, at any time and or from time to time to voluntarily prepay any Borrowing, Borrowing of any Class in whole or in part, part without premium or penalty, penalty (except as set forth in Section 2.03(e)); provided that (1) such notice must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than 12:00 noon1:00 p.m., New York City time (iA) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) U.S. Government Securities Business Days prior to any such prepayment, date of prepayment of SOFR Loans and (iiB) in one Business Day prior to the case date of prepayment of Base Rate Loans and (2) any prepayment of any Base Rate BorrowingSOFR Loans shall be in a principal amount of $1,000,000, on or a whole multiple of the Business Day Borrowing Multiple in excess thereof, or the entire principal amount of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepaymentBorrowing then outstanding. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Class(es) and Type(s) of each Borrowing or portion thereof Loans to be prepaid. Upon The Administrative Agent will promptly notify each Appropriate Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share Applicable Percentage of any such prepayment. If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a SOFR Loan shall be accompanied by all accrued interest thereon, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.53.04. Each prepayment of a Borrowing the Loans pursuant to this Section 2.03(a) shall be applied ratably 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 comprising 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) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such Borrowingprepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Borrower shall have may, upon written notice to the right Administrative Agent by the Borrower, at any time and or from time to time to voluntarily prepay any Borrowing, Borrowing of any Class in whole or in part, part without premium or penalty, penalty (except as set forth in Section 2.03(e)); provided that (1) such notice must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than 12:00 noon1:00 p.m., New York City time (iA) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, date of prepayment of Eurocurrency Rate Loans and (iiB) in one Business Day prior to the case date of prepayment of Base Rate Loans and (2) any prepayment of any Base Eurocurrency Rate BorrowingLoans shall be in a principal amount of $1,000,000, on or a whole multiple of the Business Day Borrowing Multiple in excess thereof, or the entire principal amount of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepaymentBorrowing then outstanding. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Class(es) and Type(s) of each Borrowing or portion thereof Loans to be prepaid. Upon The Administrative Agent will promptly notify each Appropriate Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share Applicable Percentage of any such prepayment. If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.53.04. Each prepayment of a Borrowing the Loans pursuant to this Section 2.03(a) shall be applied ratably 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 comprising 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) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such Borrowingprepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. The (a) Each Borrower shall have the right may at any time and from time to time to prepay any Borrowing, its Committed Rate Loans in whole or in part, without premium or penalty, by giving but subject to the provisions of subsection 2.14, upon at least three Working Days’ irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noonby 11:00 A.M. Local Time), (i) in the case of prepayment of any Eurodollar BorrowingEurocurrency Loans, not less than three (3) Business Days prior to any such prepayment, (ii) or same day irrevocable notice in the case of any ABR Loans, in each case to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of any Base Rate Borrowingits Eurocurrency Loans, on the Business Day of such prepaymentABR Loans, or a combination thereof, and (iii) in if of a combination thereof, the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof prepayment allocable to be prepaideach. Upon receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentBank thereof. If such notice is given, the aggregate Borrower delivering such notice shall make such prepayment, and the payment of the amount specified in such notice shall be due and payable payable, on the date designated in such noticespecified therein, together with accrued interest to such date on the amount so prepaid and any amounts payable pursuant to subsections 2.14 and 2.15. Except as provided in accordance with Section 2.12(dthe immediately following sentence, partial prepayments shall be in an aggregate principal amount of $5,000,000, or a whole multiple thereof (or comparable amounts reasonably determined by the Administrative Agent in the case of Foreign Currency Loans); provided, however, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable after giving effect thereto, the Borrower aggregate principal amount of all Committed Rate Loans made on the same Borrowing Date shall also pay all not be less than $25,000,000 (or comparable amounts required pursuant reasonably determined by the Administrative Agent in the case of Foreign Currency Loans). Anything contained in this subsection 2.6 to Section 2.18. Each the contrary notwithstanding, partial prepayment prepayments of any Loan a Cancelled Bank’s Loans in connection with the termination under subsection 2.13(a), (other than b) or (c), 2.16(c) or 2.17(b), or upon a Swingline LoanDefaulting Bank becoming a Cancelled Bank, of such Cancelled Bank’s Commitment (in whole or in part) shall be in an amount that would equal to the principal amount of the Loans of such Bank being prepaid, notwithstanding the amount thereof, and shall be permitted in notwithstanding the case of an advance of a Revolving Borrowing provisions of the same Type pursuant to Section 2.3 foregoing proviso. The Company and the Capital Corporation may prepay Negotiated Rate Loans or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing Bid Loans on such terms as shall be applied ratably mutually agreed upon between the relevant Borrower and the relevant Bank. (b) If, on any Calculation Date, the Total Extensions of Credit outstanding on such date exceed the Total Commitments, on such date, the Borrowers shall, without notice or demand, within five Business Days (i) repay Loans and reduce L/C Obligations in an aggregate principal amount such that, after giving effect thereto, the Total Extensions of Credit shall be equal to or less than the Total Commitments and (ii) pay interest and fees accrued to the Loans comprising date of such Borrowingpayment, prepayment or reduction on the principal so prepaid or reduced and any amounts payable under subsection 2.14 in connection therewith.

Optional Prepayments. (i) The Borrower shall have the right may at any time and or from time to time to voluntarily prepay any Borrowing, Loans in whole or in part, part without premium or penalty, by giving irrevocable written penalty on any Interest Payment Date (subject to Section 3.5(ii)); provided that the Borrower shall deliver notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon(or, (i) in the case of prepayment of a Revolving Loan, to the Revolving Loan Lender with a copy thereof to the Administrative Agent) of any Eurodollar Borrowingprepayment hereunder, which notice must be received by the Administrative Agent or the Revolving Loan Lender, as the case may be (A) not less later than three 11:00 a.m. five (35) Business Days prior to any such prepaymentproposed date of prepayment of Term Loans or LIBOR Revolving Loans, and (iiB) not later than 11:00 a.m. on the proposed date of prepayment of Base Rate Revolving Loans. Any prepayment shall (x) in the case of any prepayment Term Loans, be in a principal amount of any Base Rate Borrowing$1,000,000 or a whole multiple of $500,000 in excess thereof or, on if less, the Business Day of such prepaymententire principal amount thereof then outstanding, and (iiiy) in the case of Swingline BorrowingsRevolving Loans, on be in a principal amount of $100,000 or a whole multiple of $50,000 in excess thereof or, if less, the date of such prepaymententire principal amount thereof then outstanding. Each such notice shall be irrevocable and shall specify (A) the proposed date and amount of such prepayment, (B) whether the prepayment 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. Upon applied to each Revolving Loan outstanding. (ii) Promptly following receipt of any such noticenotice of voluntary prepayment, the Administrative Agent shall promptly notify each affected Lender advise the applicable Lenders of the contents thereof and thereof. With respect to any proposed prepayment of such Lender’s Pro Rata Share of any such prepayment. If such notice is givenTerm Loans, the aggregate amount specified in such notice shall be due and payable on Required Class B Lenders may, not later than three (3) Business Days after the date designated in giving of such notice, together elect by written notice to the Administrative Agent that such prepayment of Term Loans shall be applied in accordance with accrued interest clause (B) of Section 2.8(b)(iii). (iii) Optional prepayments of the Term Loans made pursuant to such date on this Section 2.8(b) shall be applied (A) to prepay the amount Class A Loans until paid in full and thereafter to prepay the Class B Loans or (B) if the Required Class B Lenders shall so prepaid elect in accordance with Section 2.12(d2.8(b)(ii); provided, that if a Eurodollar Borrowing is prepaid on a date other than pro rata to the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required Term Loans outstanding. (iv) Any prepayment pursuant to this Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan2.8(b) shall applied to prepay the Revolving Loans may be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingreborrowed.

Optional Prepayments. (a) The Borrower shall have the right Company may, subject to Section 7.11, at any time and from time to time to time, prepay any BorrowingRevolving Credit Loans and, subject to the proviso hereto, Swing Line Loans borrowed by it which are then outstanding, in whole or in part, without premium or penalty, by giving upon at least three Working Days’ irrevocable written notice to the Administrative Agent, in the case of Eurodollar Loans or Eurocurrency Loans, one Business Day’s irrevocable notice to the Administrative Agent, in the case of Alternate Base Rate Loans (or telephonic other than Swing Line Loans) and irrevocable notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon(which notice must be received by the Administrative Agent prior to 1:00 P.M., (iNew York City time) on the date of prepayment, in the case of prepayment Swing Line Loans, specifying (i) the date and amount of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowingprincipal amount to be prepaid, on the Business Day of such prepayment, and (iii) in whether the case prepayment is of Swingline BorrowingsRevolving Credit Loans or Swing Line Loans or a combination thereof, on and, if of a combination thereof, the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of prepayment allocable to each Borrowing and (iv) whether the prepayment is of Eurodollar Loans, Eurocurrency Loans or portion thereof Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount of prepayment allocable to be prepaideach (and, with respect to such Eurodollar Loans and Eurocurrency Loans, each Tranche thereof), provided, however, that the Company shall not prepay any Swing Line Loans on any day on which the Company has requested a borrowing thereof. Upon receipt of any such notice, the Administrative Agent shall will promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount Company will make the prepayment specified in therein, and such notice prepayment shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 2.18specified therein. Each partial prepayment of any Loan (other than a Swingline Loanpursuant to this Section 7.2(a) shall be in an amount that would be permitted equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in the case of an advance Swing Line Loans, $500,000 or a whole multiple of a Revolving Borrowing of the same Type pursuant to $100,000 in excess thereof) and shall comply with Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing7.7(g).

Optional Prepayments. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium upon at least three Business Days’ prior written or penalty, by giving irrevocable written fax notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (iby written notice) in the case of prepayment of any Eurodollar BorrowingLoans, not less than three or written or fax notice (3or telephonic notice promptly confirmed by written notice) at least one Business Days Day prior to any such prepayment, (ii) the date of prepayment in the case of any prepayment of any Base Rate BorrowingABR Loans, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is givenbefore 12:00 (noon), the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d)Local Time; provided, however, 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 2.18. Each (i) each partial prepayment of any Loan (other than a Swingline Loan) Loans denominated in Dollars shall be in an 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 an amount that is an integral multiple of €100,000 and not less than €500,000. (b) Optional prepayments of Term Loans shall be allocated ratably between the case Term Loans and the Other Term Loans, if any, and shall be applied first, in chronological order to the installments of an advance of a Revolving Borrowing principal in respect of the same Type pursuant Term Loans and Other Term Loans scheduled to be paid within 12 months after such optional prepayment and second, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and Other Term Loans. (c) Each notice of prepayment shall specify the prepayment date and the principal amount and currency denomination of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.12 shall be subject to Section 2.3 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment; provided, however, that in the case of a prepayment of an ABR Revolving Loan or a Swingline Loan pursuant to Section 2.5. Each prepayment that is not made in connection with a termination of a Borrowing the Revolving Credit Commitments, the accrued and unpaid interest on the principal amount prepaid shall be applied ratably payable on the next scheduled Interest Payment Date with respect to the Loans comprising such BorrowingABR Revolving Loan or Swingline Loan.

Optional Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing, Borrowing of any Class in whole or in part, part without premium or penalty, penalty (except as set forth in Section 2.05(a)(iii)); provided that (1) such notice must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than 12:00 noon1:00 p.m., Local Time (iA) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case date of any prepayment of any Base Eurocurrency Rate Borrowing, on the Business Day of such prepayment, Loans and (iiiB) in the case of Swingline Borrowings, on the date of such prepaymentprepayment of Base Rate Loans and (2) any prepayment of Loans shall be in a principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Class(es) and Type(s) of each Borrowing or portion thereof Loans to be prepaid. Upon The Administrative Agent will promptly notify each Appropriate Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share Applicable Percentage of any such prepayment. If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.183.04. Each partial prepayment of any Loan (other than a Swingline Loanthe 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 an amount 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) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iii) In the event that, on or prior to the date that would 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 permitted paid to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, (x) in the case of an advance clause (i), a prepayment premium of a Revolving Borrowing 1.00% of the same Type pursuant to Section 2.3 or amount of the Term B Loans being prepaid and (y) in the case of a Swingline Loan pursuant clause (ii), an amount equal to Section 2.5. Each prepayment 1.00% of a Borrowing shall be applied ratably the aggregate amount of the applicable Term B Loans outstanding immediately prior to the Loans comprising such Borrowingamendment.

Optional Prepayments. (a) The Borrower shall have may, upon notice to the right Agent pursuant to delivery to the Agent of a Notice of Loan Prepayment, at any time and or from time to time to voluntarily prepay any Borrowing, Loans in whole or in part, part without premium or penalty, subject to Section 2.12; provided that, unless otherwise agreed by giving irrevocable written the Agent, (A) such notice (or telephonic notice promptly confirmed in writing) to must be received by the Administrative Agent no not later than 12:00 noon, noon (iNew York City time) in the case of prepayment of any Eurodollar Borrowing, not less than three (31) two (2) Business Days prior to any such prepayment, (ii) in the case date of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, Term SOFR Loans and (iii2) in the case of Swingline Borrowings, on the date of such prepaymentprepayment 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, if less, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and Notice of Loan Prepayment shall specify the proposed date and amount of such prepayment and the principal amount Type(s) of each Borrowing or portion thereof Loans to be prepaid and, if Term SOFR Loans are to be prepaid, 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 any such noticea notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each affected Lender Bank of the contents thereof and of such LenderBank’s Pro Rata Share ratable share (if any) of any such prepayment. If such notice is given, the aggregate amount specified in prepayment and such notice shall not thereafter be due and payable on revocable by the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such BorrowingBorrower.

Optional Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing, Borrowing of any Class in whole or in part, part without premium or penalty, penalty (except as set forth in Section 2.05(a)(iii)); provided that (1) such notice must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than 12:00 noon1:00 p.m., Local Time (iA) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case date of any prepayment of any Base Eurocurrency Rate Borrowing, on the Business Day of such prepayment, Loans and (iiiB) in the case of Swingline Borrowings, on the date of such prepaymentprepayment of Base Rate Loans and (2) any prepayment of Loans shall be in a principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Class(es) and Type(s) of each Borrowing or portion thereof Loans to be prepaid. Upon The Administrative Agent will promptly notify each Appropriate Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share Applicable Percentage of any such prepayment. If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.183.04. Each partial prepayment of any Loan (other than a Swingline Loanthe 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 an amount 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) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iii) In the event that, on or prior to the date that would 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 permitted paid to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, (x) in the case of an advance clause (i), a prepayment premium of a Revolving Borrowing 1.00% of the same Type pursuant to Section 2.3 or amount of the Term B Loans being prepaid and (y) in the case of a Swingline Loan pursuant clause (ii), an amount equal to Section 2.5. Each prepayment 1.00% of a Borrowing shall be applied ratably the aggregate amount of the applicable Term B Loans outstanding immediately prior to the Loans comprising such Borrowingamendment.

Optional Prepayments. The Borrower shall have the right Borrowers may at any time and from time to time to prepay any Borrowingthe Loans, in whole or in part, without premium or penalty, by giving upon irrevocable written notice (provided that any such notice may be conditioned on the occurrence of a transaction or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noonother event and, (i) in the case of prepayment of any Eurodollar Borrowing, if such condition is not less than three (3) Business Days satisfied on or prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such , may be revoked by the Parent Borrower in a written notice shall be irrevocable to the Administrative Agent) delivered to the Administrative Agent (a) at least three Business Days prior thereto, in the case of Eurocurrency Loans denominated in Dollars, (b) at least five Business Days prior thereto, in the case of Eurocurrency Loans denominated in any Optional Currency, and (c) at least one Business Day prior thereto, in the case of ABR Loans, which notice shall specify the proposed date and amount of such prepayment and whether the principal amount prepayment is of each Borrowing 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 prepaidSection 2.21. Upon receipt of any such notice, notice the Administrative Agent shall promptly notify each affected relevant Lender of thereof. Subject to the contents thereof and of such Lender’s Pro Rata Share of parenthetical contained in the preceding sentence, if 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 noticespecified therein, together with (except in the case of Revolving Credit Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day prepaid. Partial prepayments of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) Revolving Credit Loans shall be in an aggregate principal amount that would of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be permitted in the case an aggregate principal amount of an advance $100,000 or a whole multiple thereof. Amounts to be applied in connection with prepayments of a Revolving Borrowing of the same Type Term Loans made pursuant to this Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing 2.11 shall be applied ratably to remaining installments of the Term Loans comprising such Borrowingas directed by the Parent Borrower.

Optional Prepayments. The Borrower shall have the right may at any time and from time to time to prepay any Borrowingthe Loans, in whole or in part, without premium or penalty, by giving upon irrevocable written notice (or telephonic notice promptly confirmed in writing) delivered to the Administrative Agent no later than 12:00 noon, (i) at least three Business Days prior thereto in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Loans and at least one Business Days Day prior to any such prepayment, (ii) thereto in the case of any prepayment of any Base Rate BorrowingLoans, on which notice shall (i) designate whether the Business Day of such prepaymentBorrower is prepaying Revolving Credit 1 Loans, Revolving Credit 2 Loans, and/or Term Loans and (iiiii) in the case of Swingline Borrowings, on specify the date and amount of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and whether the principal amount prepayment is of each Borrowing Eurodollar Loans or portion thereof Base Rate Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to be prepaidSection 2.21. Upon receipt of any such notice, notice the Administrative Agent shall promptly notify each affected relevant Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with (except in the case of Revolving Credit 1 Loans or Revolving Credit 2 Loans (unless all Revolving Credit 1 Loans or Revolving Credit 2 Loans, as applicable, are being repaid and the Revolving Credit 1 Commitments or Revolving Credit 2 Commitments, as applicable, terminated) that are Base Rate Loans and Swing Line Loans) accrued interest to such date on the amount so prepaid prepaid. Partial prepayments of Revolving Credit 1 Loans, Revolving Credit 2 Loans and Term Loans, in accordance with Section 2.12(d); providedeach case, 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 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an aggregate principal amount that would be permitted in the case of an advance $5,000,000 or a whole multiple thereof. Partial prepayments of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing Swing Line Loans shall be applied ratably to the Loans comprising such Borrowingin an aggregate principal amount of $100,000 or a whole multiple thereof.

Optional Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing, Term Loans and Revolving Credit Loans in whole or in part, part without premium or penalty, by giving irrevocable written penalty (except as set forth below); provided that (1) such notice (or telephonic notice promptly confirmed must be in writing) a form acceptable to the Administrative Agent no and be received by the Administrative Agent not later than 12:00 noon1:00 p.m. (A) three (3) Business Days’ prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (iB) four Business Days (or five, in the case of prepayment of any Eurodollar Borrowing, not less than three (3Loans denominated in Special Notice Currencies) Business Days prior to any such prepayment, (ii) in the case date of any prepayment of any Base Eurocurrency Rate Borrowing, on the Business Day of such prepaymentLoans denominated in Alternative Currencies, and (iiiC) in the case of Swingline Borrowings, on the date of such prepaymentprepayment 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 be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Class(es) and Type(s) of each Borrowing or portion thereof Loans to be prepaid. Upon The Administrative Agent will promptly notify each Appropriate Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share of any such prepayment. If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.53.05. Each prepayment of a Borrowing the Loans pursuant to this Section 2.05(a) shall be applied ratably 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 comprising under Section 2.07(a) and (b) in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such Borrowingnotice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, Loans in whole or in partpart from time to time; provided, without premium or penaltyhowever, by giving that each partial prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give irrevocable written notice (or telephonic notice promptly confirmed of such prepayment in writing) writing to the Administrative Agent no later than 12:00 noon(which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepaymentthe proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) in one (1) Business Day prior to the case proposed date of any prepayment of any Alternate Base Rate Borrowing, on the Business Day of such prepaymentLoans denominated in Dollars, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment and based on its Commitment Percentage. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of Agent, interest on the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate principal amount specified in such notice prepaid shall be due and payable on any date that a prepayment is made hereunder through the date designated in such notice, together with accrued interest to such date of prepayment. Amounts prepaid on the amount so prepaid Revolving Loans and Swingline Loans may be reborrowed in accordance with Section 2.12(d); 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 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingterms hereof.

Optional Prepayments. (a) The Borrower shall have or any Additional Borrower may (i) upon at least one Domestic Business Day’s notice to the right 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 whole at any time and time, or from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and any amounts payable under Section 2.13 in connection therewith; provided that any such partial prepayment shall be in the amount of $5,000,000 (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noonForeign Currency Equivalent thereof, (i) in the case of prepayment Foreign Currency Loans) or any multiple of any Eurodollar Borrowing$1,000,000 (or the Foreign Currency Equivalent thereof, not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iiiForeign Currency Loans) in the case of Swingline Borrowings, on the date of such prepaymentexcess thereof. Each such notice optional prepayment shall be irrevocable applied to prepay ratably the Loans of the several Banks included in such Borrowing. (b) Except as provided in clause (i) of Section 2.11(a), the Borrower and shall specify the proposed date any Additional Borrowers may not prepay all or any portion of such prepayment and the principal amount of each Borrowing or portion thereof any Money Market Loan prior to be prepaid. the maturity thereof. (c) Upon receipt of any such noticea notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each affected Lender Bank of the contents thereof and of such LenderBank’s Pro Rata Share ratable share (if any) of any such prepayment. If such notice is given, the aggregate amount specified in prepayment and such notice shall not thereafter be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, revocable by the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in or the applicable Additional Borrower, as the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingmay be.

Optional Prepayments. The Borrower shall have the right may not, at any time and from time prior to time to prepay any Borrowingthe Maturity Date, prepay, in whole or in part, without premium the Loans other than (a) a deemed repayment of the Loans upon a conversion thereof in accordance with Section 15, or penalty(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 a Conversion Notice, or (ii) acceleration of the maturity of the Loan (whether such acceleration has occurred in accordance with the terms hereof or by giving 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 clause (b) shall be accompanied by the Prepayment Premium. The Borrower will provide irrevocable written notice (or telephonic notice promptly confirmed notice, in writing) the form attached hereto as Exhibit B, to the Administrative Agent no later than by 12:00 noon, p.m. (iEastern Time) in the case of prepayment of any Eurodollar Borrowing, not less than three one (31) Business Days Day prior to any such prepayment, (ii) in the case date of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepaymentaccordance with this Section 3.03. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing the Loan or portion thereof to be prepaidprepaid and shall be accompanied by the payment of the appropriate Prepayment Premium by a wire transfer in immediately available funds by 12:00 p.m. (Eastern Time) to the Administrative Agent at the Payment Office. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s prepayment amount in proportion to such Lender’s Pro Rata Share of any such prepaymentthe Loans. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d3.02(c); provided. For the avoidance of doubt, 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 any prepayments permitted pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan13.04(d) shall not be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant subject to this Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing3.03.

Optional Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing, Term Loans and Revolving Credit Loans in whole or in part, part without premium or penalty, penalty (except as set forth below); provided that (A) such notice must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than 12:00 noon, 11:00 a.m. (i1) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case date of any prepayment of any Base Eurodollar Rate Borrowing, on the Business Day of such prepayment, Loans and (iii2) in the case of Swingline Borrowings, on the date of such prepaymentprepayment 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 be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Class(es) and Type(s) of each Borrowing or portion thereof Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Upon The Administrative Agent will promptly notify each Appropriate Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share ratable portion of any such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.53.05. Each prepayment of a Borrowing the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied ratably 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 comprising under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, on or prior to the 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 Borrowingamendment whose Term B Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Incremental Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. The Borrower shall have may, upon notice to the right Administrative Agent substantially in the form of Exhibit F hereto, at any time and or from time to time to voluntarily prepay any Borrowing, Loans in whole or in part, part without premium or penalty, ; provided that (i) such notice must specify the Class or Classes thereof to be prepaid and the respective principal amounts thereof and must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than 12:00 noon11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (iB) four Business Days (or five Business Days, in the case of prepayment of any Eurodollar Borrowing, not less than three (3Committed Loans denominated in Special Notice Currencies) Business Days prior to any such prepayment, date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (C) one Business Day prior to the date of prepayment of Base Rate Loans; and (ii) in the case of any prepayment of any Base Rate BorrowingLoans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, on in each case, if less, the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepaymententire principal amount thereof then outstanding. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Type(s) of each Borrowing or portion thereof Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Upon The Administrative Agent will promptly notify each applicable Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share ratable portion of any such prepaymentprepayment (based on such Lender’s Applicable Percentage of the relevant Class). If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.53.05. Each prepayment of a Borrowing any Class of Term Loans pursuant to this Section 2.05(a) shall be applied ratably 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 comprising such Borrowingpursuant to this Section 2.05(a) shall be paid to the Term Lenders in accordance with the Term Lenders’ respective Applicable Percentages of the relevant Classes.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing(a) Subject, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment Borrowing of any Base Rate BorrowingEuro-Dollar Loans to Section 2.12 and, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowingsany Borrowing of Tranche B Loans, on to Section 2.04(f), either Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Base Rate Loans or upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $5,000,000 (or, solely in the case of any Group of Loans which are Swing Loans, $1,000,000) or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with, in the case of a prepayment of Euro-Dollar Loans, accrued interest thereon to the date of such prepayment. Each such notice optional prepayment shall be irrevocable and shall specify applied to prepay ratably the proposed date Loans of the several Lenders included in such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Group. (b) Upon receipt of any such noticea notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share 's ratable share of any such prepayment. If such notice is given, the aggregate amount specified in prepayment and such notice shall not thereafter be due and payable revocable by such Borrower. (c) Subject to Section 2.04(f), each prepayment of the Term Loans made by either Borrower pursuant to this Section 2.10 shall be allocated pro rata on the date designated in such notice, together with accrued interest to such date on basis of principal amount between the amount so prepaid in accordance with Section 2.12(d); 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 2.18. Each partial prepayment of any Loan then outstanding Tranche A Loans and Tranche B Loans. (other than a Swingline Loand) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing the Term Loans of either Class made by either Borrower pursuant to this Section shall be applied ratably as follows: first, to reduce the amount of the subsequent scheduled repayments of the Term Loans (if any) of such Class to be made within 180 days of the date such prepayment is made in forward order until such amount shall have been paid in full and thereafter to reduce the amount of subsequent scheduled repayments to the Term Loans comprising of such BorrowingClass in inverse order of maturity.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writinga) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) Subject in the case of any prepayment of Fixed Rate Borrowing to Section 2.15, each Borrower may, upon at least one Domestic Business Day’s notice to the Administrative Agent, prepay any Base Rate BorrowingBorrowing (or any Competitive Bid Borrowing bearing interest at the Base Rate pursuant to Section 8.01) made to it or upon at least three Euro-Currency Business Days’ notice to the Administrative Agent and the Applicable Agent (if different), on the Business Day of such prepaymentprepay any Euro-Currency Borrowing made to it, and (iii) 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 Swingline Borrowingsany Loan denominated in dollars, on 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 such prepayment. Each such notice optional prepayment shall be irrevocable and shall specify applied to prepay ratably the proposed date Loans of the several Lenders included in such prepayment and Borrowing. (b) A Borrower may not prepay all or any portion of the principal amount of each Borrowing any Competitive Bid Loan made to it prior to the maturity thereof except (i) as provided in subsection (a) above or portion thereof (ii) with respect to be prepaid. any particular Competitive Bid Loan, as agreed upon between the Lender making such Loan and such Borrower so long as at the time such Borrower makes such prepayment no Default has occurred and is continuing. (c) Upon receipt of any such noticea notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share ratable share (if any) of any such prepayment. If such notice is given, the aggregate amount specified in prepayment and such notice shall not thereafter be due and payable on revocable by the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such BorrowingBorrower.

Optional Prepayments. (i) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, Borrowing at par in whole or in part, subject to the 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 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 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). (ii) Notwithstanding anything to the contrary in Section 2.09(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 may prepay, at a discount to the par value thereof (or at any other price established through the procedures described in this Section 2.09(a)(ii)), Term Loans of any Class 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, 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 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 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 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 penaltypenalty (but subject to Section 2.14), by giving upon irrevocable written notice substantially in the form of Exhibit J hereto (or telephonic notice promptly confirmed in writing) each an “Offered Range Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 12:00 noon1:00 p.m., (i) in the case of prepayment of any Eurodollar BorrowingNew York City time, not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such Offered Range Voluntary Prepayment, which notice shall be irrevocable and shall specify the proposed date and amount of such prepayment the Offered Range Voluntary Prepayment and the principal amount of each Borrowing or portion thereof to be prepaidApplicable Purchase Price determined by the Administrative Agent. Upon receipt of any such notice, Offered Range Voluntary Prepayment Notice the Administrative Agent shall promptly notify each affected relevant Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If such notice any Offered Range Voluntary Prepayment Notice is given, the aggregate amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Purchase Price for the applicable Loans, on the date designated in such notice, specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day prepaid. Any prepayment of an Interest Period applicable thereto, the Borrower shall also pay all amounts required principal pursuant to this Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan2.09(a)(ii) shall be in an amount that would be permitted in applied pro rata to reduce the case amortization payments of an advance such Class of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such BorrowingLoans.

Optional Prepayments. The Subject to the requirement that after giving effect to the proposed prepayment (x) there will be sufficient funds in the Collection Account to make all payments described in clauses (A) through (K) of Section 9.1(a)(i) on the next Quarterly Payment Date (or if such prepayment is made on a Quarterly Payment Date, on such Quarterly Payment Date)and (y) there is no Commitment Shortfall: (I) the Borrower shall have the right may (i) at any time after the Reinvestment Period, at any time, upon at least five Business Days’ notice (which notice shall contain a certificate of an Authorized Officer of the Borrower certifying as to the satisfaction of the requirements set forth in this Section 2.7(c) with respect to such proposed prepayment) to the Agents, the Lenders and from S&P, prepay all or any portion of the Class A Loans then outstanding, without premium or penalty (other than as set forth in Section 2.9), on any Business Day by paying to the Collateral Agent for the account of the Lenders the principal amount to be prepaid together with accrued and unpaid interest and Commitment Fees, if applicable, thereon to and including the date of prepayment and, if such prepayment occurs on a day that is not a Quarterly Payment Date, any amount due pursuant to Section 2.9; provided that (x) any prepayments of Class A Loans made pursuant to this clause (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 2.9; 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 any Borrowingwithout premium or penalty the Class B Loans, either in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of on any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and that is not a Quarterly Payment Date by paying the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, prepaid together with accrued interest (including any accrued and unpaid interest amounts) thereon to the date of prepayment; provided that no such date 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 amount so prepaid date identified by the Borrower as the prepayment date. All prepayments of Loans pursuant to this Section 2.7(c) shall be applied in accordance with the procedures set forth in Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower 2.7(f) and shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall not be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably subject to the Loans comprising such BorrowingPriority of Payments.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent (including in any form on an electronic platform or electronic transmission system as shall have be approved by the right Administrative Agent), at any time and or from time to time to voluntarily prepay any Borrowing, Term Loans and Revolving Credit Loans in whole or in part, part without premium or penalty, penalty (except as set forth below); provided that (1) such notice must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than 12:00 noon, 11:00 a.m. (iA) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days Days’ prior to any such prepayment, (ii) in the case date of any prepayment of any Base Eurodollar Rate Borrowing, on the Business Day of such prepaymentLoans, and (iiiB) in the case of Swingline Borrowings, on the date of such prepaymentprepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (3) any prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Class(es) and Type(s) of each Borrowing or portion thereof 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. Upon The Administrative Agent will promptly notify each Appropriate Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share of any such prepayment. If such notice is givengiven by the Borrower, unless such notice is conditional, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5‎Section 3.05. Each prepayment of a Borrowing Term Loans pursuant to this ‎Section 2.05(a) shall be applied ratably 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 comprising of the relevant class under Sections ‎2.07(a) and ‎(b) in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under ‎Section 2.05(a) if such Borrowingprepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. The (a) Subject to Section 4.4, the Borrower shall have may, upon notice to the right Agent, at any time and or from time to time to voluntarily prepay any Borrowing, Loans (other than Swing Line Loans) in whole or in part, part without premium or penalty, ; provided that such notice must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than 12:00 noon, 1:00 p.m. (iNew York City time) in the case of prepayment of any Eurodollar Borrowing, not less than (A) three (3) Business Days prior to any such prepayment, (ii) in the case date of any prepayment of any Base Eurodollar Rate Borrowing, on the Business Day of such prepayment, Loans and (iiiB) in the case of Swingline Borrowings, on the date of such prepaymentprepayment of Base Rate Loans. Each such Such notice of prepayment shall be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Type(s) of each Borrowing or portion thereof Loans to be prepaidprepaid and whether the Loans to be prepaid are Acquisition Loans or Revolving Loans. Upon The Agent will promptly notify each Bank of its receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such LenderBank’s Pro Rata Share of any such prepayment. If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with with, in the case of Eurodollar Rate Loans, accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 and any amounts required pursuant to Section 2.18. Each partial prepayment 4.4; provided, that no amount of any Loan optional prepayment under this Section 2.6(a) may be applied to the Revolving Loans unless and until all Specified Acquisition Loans have been paid in full. (other b) The Borrower may, upon notice to the Swing Line Bank (with a copy to the Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Bank and the Agent not later than a Swingline Loan1:00 p.m. (New York City time) on the date of the prepayment, and (ii) any such prepayment shall be in an a minimum principal amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5$100,000. Each prepayment of a Borrowing such notice shall be applied ratably to irrevocable and shall specify the Loans comprising date and amount of such Borrowingprepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional Prepayments. The Borrower (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) Notwithstanding anything to the contrary in Section 4.1(a) (which provisions shall not be applicable to this Section 4.1(b)), the Borrowers shall have the right at any time and from time to time to prepay Term Loans under any BorrowingFacility 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 whole 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 partpro forma compliance with the covenant set forth in Section 8.1, without premium or penaltyas 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, by 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 irrevocable written notice effect to such Discounted Voluntary Prepayment (or telephonic notice promptly confirmed in writingassuming 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 later than 12:00 noonDefault 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), (i2) that each of the conditions to such Discounted Voluntary Prepayment contained in the case of prepayment of any Eurodollar Borrowing, not less than three this Section 4.1(b) has been satisfied and (3) Business Days prior the aggregate principal amount of Term Loans so prepaid pursuant to any such prepayment, Discounted Voluntary Prepayment. (ii) To the extent the Borrowers seeks to make a Discounted Voluntary Prepayment, the Borrowers will provide written notice to the Administrative Agent substantially in the form of Exhibit Q hereto (each, a “Discounted Prepayment Option Notice”) that the Borrowers desire to prepay Term Loans under a specified Facility in each case of any prepayment of any Base Rate Borrowingin an aggregate principal amount specified therein by the Borrowers (each, on a “Proposed Discounted Prepayment Amount”), in each case at a discount to the Business Day par value of such prepayment, and (iii) in the case Term Loans as specified below. The Proposed Discounted Prepayment Amount of Swingline Borrowings, on the date of such prepaymentTerm Loans shall not be less than $25,000,000. Each such notice The Discounted Prepayment Option Notice shall be irrevocable and shall further specify with respect to the proposed date 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 such prepayment and par of the principal amount of each Borrowing or portion thereof 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 prepaid. at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of any such noticea Discounted Prepayment Option Notice in accordance with Section 4.1(b)(ii), the Administrative Agent shall promptly notify each affected 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 contents thereof 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 Discounted Voluntary Prepayment or (B) otherwise, the highest Acceptable Discount at which the Borrowers can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders under the applicable Facility who have offered to participate in the Discounted Voluntary Prepayment and 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 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 interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrowers shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Lender’s Pro Rata Share Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrowers shall prepay all Qualifying Loans. (v) Each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 4.16), upon irrevocable notice substantially in the form of Exhibit S hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 P.M. New York City time, three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any such prepaymentDiscounted Voluntary Prepayment Notice the Administrative Agent shall promptly notify each relevant Lender thereof. If such notice any Discounted Voluntary Prepayment Notice is given, the aggregate amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date designated in such notice, specified therein together with accrued interest to (on the par principal amount) to, but not including, such date on the amount so prepaid prepaid. (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.12(d); provided4.1(b)(iii) above) established by the Administrative Agent in consultation with the Borrowers. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, that if upon written notice to the Administrative Agent, (A) the Borrowers may withdraw their offer to make 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 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 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in 4.1(b), scheduled amortization amounts for the case of an advance of a Revolving Borrowing of the same Type Term Loans under such Facility pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to reduced on a pro rata basis by the principal amount of the Term Loans comprising such Borrowingso prepaid.

Optional Prepayments. (a) The Borrower shall have the right Borrowers may at any time and from time to time to prepay any Borrowingthe Term Loans, in whole or in part, without premium or penalty, by giving upon irrevocable written notice (or telephonic notice promptly confirmed in writing) delivered to the Administrative Agent no later than 12:00 noon1:00 P.M., (i) New York City time, three Business Days prior thereto, in the case of prepayment of any Eurodollar BorrowingLoans, not less and no later than three (3) 1:00 P.M., New York City time, one Business Days Day prior to any such prepaymentthereto, (ii) in the case of any ABR Loans, which notice shall specify (i) the date and amount of prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iiiii) in whether the case prepayment is of Swingline BorrowingsEurodollar 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, on the date of such prepayment. Each such notice Borrowers shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof also pay any amounts owing pursuant to be prepaidSection 2.21. Upon receipt of any such notice, notice the Administrative Agent shall promptly notify each affected relevant Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in specified therein (provided that such noticenotice 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 so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day prepaid. Partial prepayments of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) Term Loans shall be in an aggregate principal 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 ABR Loans) or (ii) $1,000,000 or a Revolving Borrowing whole multiple of the same Type pursuant to Section 2.3 or $500,000 in excess thereof (in the case of a Swingline Loan pursuant prepayments of Eurodollar Loans), and in each case shall be subject to the provisions of Section 2.5. Each 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 Borrowing Repricing Transaction, the Borrowers shall be applied ratably pay to the Administrative Agent, for the ratable account of each of the Lenders, (I) in the case of clause (x), a prepayment premium of 1% of the aggregate principal amount of the Term Loans comprising being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Term Loans outstanding immediately prior to such Borrowingamendment.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any BorrowingBorrowing (except for Eurodollar Loans which the Borrower may only prepay on the expiration of the current Interest Period), in whole or in part, without premium or penalty, penalty by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. (Atlanta, Georgia time) not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. (Atlanta, Georgia time) on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(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 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 2.2 or in the case of a Swingline Loan pursuant to Section 2.52.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. (i) The Borrower shall have Representative may, upon notice to the right Administrative Agent, at any time and or from time to time to prepay any Borrowingvoluntarily terminate Term A Commitments or Term B Commitments, in whole or in part, prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty, penalty (except as set forth below); provided that (A) such notice must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than 12:00 noon, 11:00 a.m. (i1) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case date of any prepayment of any Base Eurodollar Rate Borrowing, on the Business Day of such prepayment, Loans and (iii2) in the case of Swingline Borrowings, on the date of such prepaymentprepayment 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 be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Class(es) and Type(s) of each Borrowing or portion thereof Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Upon The Administrative Agent will promptly notify each Appropriate Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share ratable portion of any such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is givengiven by the Borrower Representative, the aggregate Borrower Representative shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.53.05. Each prepayment of a Borrowing the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied ratably 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 comprising under Section 2.07(a) and (b) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, on or prior to the six-month anniversary of the Acquisition Effective Date, the Borrower Representative (a) makes any prepayment of Term B Loans in connection with any Repricing Transaction, the Borrower Representative shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, a prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower Representative shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such Borrowingamendment whose Term B Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment. (ii) The Borrower Representative may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, or the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower Representative, the Borrower Representative shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower Representative may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Incremental Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (a) The Borrower shall have Company may, upon notice to the right Administrative Agent by 10:00 a.m., New York City time, at any least one Domestic Business Day (or such shorter time and from time as the Administrative Agent may agree in its sole discretion) prior to time to prepay any Borrowing, in whole or in partthe date of prepayment, without premium or penalty, by giving irrevocable written notice 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 telephonic 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 promptly confirmed in writing) to the Administrative Agent no later than 12:00 noonby 10:00 a.m., (i) in the case of prepayment of any Eurodollar BorrowingNew York City time, not less than at least three (3) Domestic Business Days prior to any such the date of prepayment, without premium or penalty (but including any amounts owed pursuant to Section 2.14), prepay any Euro-Dollar Borrowing made to the Company in whole at any time, or from time to time in part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000 (or such other amount that represents the total amount of Euro-Dollar Borrowings outstanding), by paying the principal amount to be prepaid together with (x) accrued interest thereon to the date of prepayment and (y) all losses and expenses (if any) relating thereto which are (i) determined pursuant to Section 2.14 and (ii) in notified to the case of any prepayment of any Base Rate Borrowing, on Company by the relevant Bank at least one Domestic Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on 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. (c) Each such notice prepayment pursuant to this Section 2.12 shall be irrevocable and shall specify applied to prepay ratably the proposed date Term Loan of such prepayment and the principal amount of each several Banks included in the relevant Borrowing or portion thereof to be being prepaid. Upon receipt of any such noticea notice of prepayment pursuant to this Section 2.12, the Administrative Agent shall promptly notify each affected Lender Bank of the contents thereof and of such LenderBank’s Pro Rata Share ratable share (if any) of any such prepayment. If such notice is given, the aggregate amount specified in prepayment and such notice shall not thereafter be due and payable on revocable by the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d)Company; provided, that if a Eurodollar Borrowing is prepaid on a date other than any such notice may be conditioned upon the last day occurrence of an Interest Period applicable thereto, one or more events (including the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment effectiveness of any Loan (other than a Swingline Loannew credit facilities) shall and may be in an amount that would be permitted in revoked by the case Company upon the non-occurrence of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably such event by written notice to the Loans comprising Administrative Agent prior to the date specified for such Borrowingprepayment.

Optional Prepayments. The Borrower shall have Subject to Section 3.04, the right Company may, at any time and or from time to time to prepay any Borrowing, Loans it designates in whole or in part, without premium or penalty, . All Loans within a given Tranche must be ratably prepaid. The Company shall deliver by giving irrevocable written Requisite Notice a notice (or telephonic notice promptly confirmed in writing) to of any prepayment hereunder which must be received by the Administrative Agent no not later than 12:00 noon, 9:00 a.m. (iSan Francisco time) at least (a) three Business Days prior to the date of prepayment in the case of prepayment of any Eurodollar Borrowing, not less than three Rate Loans; and (3b) one Business Days Day prior to any such prepayment, (ii) the date of prepayment in the case of any prepayment of any Base Rate BorrowingLoans, on specifying: (i) the Business Day amount of such the prepayment, and which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof; (ii) the date of prepayment, (iii) in whether such prepayment is of Base Rate Loans or Eurodollar Rate Loans, or any combination thereof and (iv) the case of Swingline Borrowings, on the date of Tranche under which such prepaymentprepayment is being made. Each such Such notice shall not thereafter be irrevocable revocable by the Company and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall will promptly notify each Lender under the affected Lender of the contents thereof Tranche and of such Lender’s Pro Rata Share 's ratable share of any such prepayment. If such notice is given, the aggregate amount specified in Company shall make such notice shall be due and payable prepayment on the date designated specified in such notice, together with with, in the case of a prepayment of Eurodollar Rate Loans, accrued interest to each such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than and the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.183.04. Each partial prepayment Any prepayments of Term Loans under any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing Tranche shall be applied ratably to all Term Loans outstanding under that Tranche and to the remaining unpaid installments of all Term Loans comprising under such BorrowingTranche.

Optional Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing, Term Loans and Revolving Credit Loans in whole or in part, part without premium or penalty, penalty (except as set forth below); provided that (A) such notice must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than 12:00 noon, 11:00 a.m. (i1) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case date of any prepayment of any Base Eurodollar Rate Borrowing, on the Business Day of such prepayment, Loans and (iii2) in the case of Swingline Borrowings, on the date of such prepaymentprepayment 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 be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Class(es) and Type(s) of each Borrowing or portion thereof Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Upon The Administrative Agent will promptly notify each Appropriate Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share ratable portion of any such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.53.05. Each prepayment of a Borrowing the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied ratably 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 comprising under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, (i) on or prior to the 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 Borrowingamendment 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) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Incremental Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. The (i) Each Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time voluntarily prepay Loans made to prepay any Borrowing, it in whole or in part, part without premium or penalty, ; provided that (1) such notice must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than 12:00 noon, (ix) in the case of prepayment of any Eurodollar Borrowingthe German Borrower, not less than 10:00 a.m., New York City time, (A) three (3) Business Days prior to any such prepayment, date of prepayment of Eurocurrency Rate Loans and (iiB) 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 BorrowingLoans 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, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowingseach of clauses (2) and (3), on the date of such prepaymententire principal amount thereof then outstanding. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Class(es) and Type(s) of each Borrowing or portion thereof Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Upon The Administrative Agent will promptly notify each Appropriate Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice Any prepayment of a Eurocurrency Rate Loan shall be due and payable on the date designated in such notice, together with accompanied by all accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 thereon and any additional amounts required pursuant to Section 2.183.05. Each partial prepayment of any Loan (other than a Swingline Loanthe Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in an amount that would accordance with their respective Pro Rata Shares. At the applicable Borrower’s election in connection with any prepayment pursuant to this Section 2.05(a), such prepayment shall not be permitted in the case of an advance applied to any Loan of a Revolving Borrowing of 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) The Borrowers may, upon notice to the same Type pursuant Administrative Agent, at any time or from time to Section 2.3 time, voluntarily prepay Protective Advances in whole or in part without premium or penalty; provided that (1) such notice must be received by the Administrative Agent not later than 10:00 a.m., New York City time (or, in the case of a Swingline Loan pursuant Protective Advance made to Section 2.5the Maltese Borrower, 12:00 noon, London time) on the date of the prepayment and (2) 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, or the 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 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 (2) any such prepayment of a Borrowing Swing Line Loans shall be applied ratably to in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, or the Loans comprising entire principal amount thereof then outstanding. Each such Borrowingnotice shall specify the date and amount of such prepayment.

Optional Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing, Term Loans and Revolving Credit Loans in whole or in part, part without premium or penalty, penalty (except as set forth below); provided that (1) such notice must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than 12:00 noon, 11:00 a.m. (iA) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days Days’ prior to any such prepayment, (ii) in the case date of any prepayment of any Base Eurodollar Rate Borrowing, on the Business Day of such prepaymentLoans, and (iiiB) in the case of Swingline Borrowings, on the date of such prepaymentprepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (3) any prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Class(es) and Type(s) of each Borrowing or portion thereof 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. Upon The Administrative Agent will promptly notify each Appropriate Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share of any such prepayment. If such notice is givengiven by the Borrower, unless such notice is conditional, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.183.05. Each partial prepayment of any Loan (other than a Swingline LoanTerm 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 an amount that would direct order of maturity) and shall be permitted paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, on or prior to the 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 an advance clause (i), a prepayment premium of a Revolving Borrowing 1.0% of the same Type pursuant to Section 2.3 or amount of the Term B Loans being prepaid and (y) in the case of a Swingline Loan pursuant clause (ii), an amount equal to Section 2.5. Each prepayment 1.0% of a Borrowing shall be applied ratably the aggregate amount of the applicable Term B Loans outstanding immediately prior to such amendment. (ii) Notwithstanding anything to the Loans comprising contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a) if such Borrowingprepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Borrower shall have Borrowers may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing, Term Loans and Revolving Credit Loans in whole or in part, part without premium or penalty, penalty (except as set forth below); provided that (1) such notice must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than 12:00 noon, 1:00 p.m. (iA) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (iior four (4) Business Days in the case of Loans denominated in Euro) prior to any date of prepayment of any Base Eurocurrency Rate Borrowing, on the Business Day of such prepayment, Loans and (iiiB) in the case of Swingline Borrowings, on the date of such prepaymentprepayment 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 (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 be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Class(es) and Type(s) of each Borrowing or portion thereof Loans to be prepaid. Upon The Administrative Agent will promptly notify each Appropriate Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share of any such prepayment. If such notice is givengiven by the Borrowers, the aggregate Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.183.05. Each partial prepayment of any Loan (other than a Swingline LoanTerm 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 an amount that would direct order of maturity) and shall be permitted paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be applied to the Term B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans. (ii) Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that: (1) on or prior to the first anniversary of the Closing Date, the Borrowers (i) make any prepayment of Term B-2 Loans in connection with any Repricing Transaction or (ii) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-2 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, (x) in the case of an advance clause (i), a prepayment premium of a Revolving Borrowing 1.0% of the same Type pursuant to Section 2.3 or amount of the Term B-2 Loans being prepaid and (y) in the case of a Swingline Loan 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 2.53.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment premium equal to the Make-Whole Premium; and (3) 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 or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment of a Borrowing and the payment amount specified in such notice shall be applied ratably due and payable on the date specified therein. (iv) Notwithstanding anything to the Loans comprising contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such Borrowingprepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing, in whole or in part, part Loans outstanding under the Revolver Facility and/or the Term Loan Principal Debt without premium or penalty, ; provided that (i) such notice must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than 12:00 noon11:00 a.m., New York time, (iA) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepaymentdate of prepayment of Eurodollar Rate Loans, and (B) the date of prepayment of Base Rate Loans; (ii) in the case of any prepayment of any Base Eurodollar Rate Borrowing, on the Business Day Loans shall be in a principal amount of such prepayment, $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the case a principal amount of Swingline Borrowings, on the date $1,000,000 or a whole multiple of such prepayment$100,000 in excess thereof. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Type(s) of each Borrowing or portion thereof Loans to be prepaid. Upon The Administrative Agent will promptly notify each Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.183.05. Each partial such prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising of the Lenders in accordance with their respective Pro Rata Shares as directed by the Borrower or if no such Borrowingdirection is given, first, to repayment of the Term Loan Principal Debt, until paid in full, and then to repayment of the Revolver Principal Debt. Unless a Default or Event of Default has occurred and is continuing or would arise as a result thereof, any payment or prepayment of the Revolver Loans may be reborrowed by Borrower, subject to the terms and conditions hereof; but in no event following a payment or prepayment of Term Loans may any amount of the Term Loans so paid or prepaid be reborrowed.

Optional Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing, Borrowing of any Class in whole or in part, part without premium or penalty, penalty (except as set forth in Section 2.05(a)(iii)); provided that (1) such notice must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than 12:00 noon1:00 p.m., Local Time (iA) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case date of any prepayment of any Base Eurocurrency Rate Borrowing, on the Business Day of such prepayment, Loans or Term SOFR Loans and (iiiB) in the case of Swingline Borrowings, on the date of such prepaymentprepayment of Base Rate Loans and (2) any prepayment of Loans shall be in a principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Class(es) and Type(s) of each Borrowing or portion thereof Loans to be prepaid. Upon The Administrative Agent will promptly notify each Appropriate Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share Applicable Percentage of any such prepayment. If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified 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 accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.183.04. Each partial prepayment of any Loan (other than a Swingline Loanthe 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 an amount 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) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iii) In the event that, on or prior to the date that would 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 permitted paid to the Administrative Agent, for the ratable account of each of the applicable 2018 Term B Lenders, (x) in the case of an advance clause (i), a prepayment premium of a Revolving Borrowing 1.00% of the same Type pursuant to Section 2.3 or amount of the 2018 Term B Loans being prepaid and (y) in the case of a Swingline Loan pursuant clause (ii), an amount equal to Section 2.5. Each 1.00% of the aggregate amount of the applicable 2018 Term B Loans outstanding immediately prior to such amendment. (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 connection with any Repricing Event or (ii) effects any amendment of this Agreement resulting in a Borrowing Repricing Event, the Borrower shall pay or cause to be applied ratably 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 comprising 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 Borrowingamendment. (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. The Borrower shall have the right at any time and from time to time may elect to prepay any Borrowingof the Advances, in whole or in part, without premium or penalty, by after giving irrevocable written notice (or telephonic notice promptly confirmed in writing) thereof to the Administrative Agent no later than and the Lenders by 10:00 a.m. (Houston, Texas) for Adjusted Base Rate Advances, by 12:00 noonp.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) in on the case day of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepaymentSwingline Advance, (ii) in at least three Business Days’ prior to the case day of any prepayment of any Eurocurrency Rate Advances and (iii) on the day of prepayment of any Adjusted Base Rate BorrowingAdvance. Such notice shall be by telephone or facsimile, on and if by telephone, confirmed promptly in writing, and must state the Business Day proposed date and aggregate principal amount of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of whether such prepayment should be applied to reduce outstanding Revolving Advances or Swingline Advances, and if applicable, the principal amount of each Borrowing or portion thereof relevant Interest Period for the Advances to be prepaid. Upon receipt of If any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the Borrower shall prepay Advances comprising part of the same Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice shall be due and payable on the date designated in such notice, together with and shall also pay accrued interest to the date of such date prepayment on the principal amount so prepaid in accordance with and amounts, if any, required to be paid pursuant to Section 2.12(d)2.8 as a result of such prepayment being made on such date; provided, however, 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 2.18. Each (i) each partial prepayment of any Loan (other than a Swingline Loan) Eurocurrency Rate Advances shall be in an aggregate principal amount that would of not 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 permitted 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 case 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 an advance of a Revolving Borrowing of the same Type such prepayment and amounts, if any, required to be paid pursuant to Section 2.3 or in the case 2.8 as a result of a Swingline Loan pursuant to Section 2.5. Each such prepayment of a Borrowing shall be applied ratably to the Loans comprising being made on such Borrowingdate.

Optional Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay Term Loans of any Borrowing, Class and Revolving Credit Loans of any Class in whole or in part, part without premium or penalty, by giving irrevocable written penalty (except as set forth below); provided that (A) such notice (or telephonic notice promptly confirmed must be in writing) a form reasonably acceptable to the Administrative Agent no and be received by the Administrative Agent not later than 12:00 noon, 11:00 a.m. (i1) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepaymentdate of prepayment of Eurodollar Rate Loans and, (ii2) in the case two Business Days prior to any date of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, Term SOFR Loans and (iii3) in the case of Swingline Borrowings, on the date of such prepaymentprepayment 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 be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Class(es) and Type(s) of each Borrowing Loans to be prepaid and, if Eurodollar Rate Loans or portion thereof Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Upon The Administrative Agent will promptly notify each Appropriate Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share ratable portion of any such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified 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 accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.183.05. Each partial prepayment of any Loan (other than a Swingline Loanoutstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any 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 each case prior to the six (6) month anniversary of the Fifth Amendment Effective Date, the Borrower shall pay a premium in an amount that would be permitted equal to 1.00% of (A) in the case of an advance of a Revolving Borrowing clause (x), the amount of the same Type pursuant to Section 2.3 Fifth Amendment Effective Date Term Loan being prepaid or (B) in the case of a Swingline Loan pursuant clause (y), the aggregate amount of the applicable Fifth Amendment Effective Date Term Loans outstanding immediately prior to Section 2.5. Each prepayment of a Borrowing shall be applied ratably such amendment, in each case to the Loans comprising such BorrowingAdministrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (a) The Borrower shall have the right may at any time and from time to time to prepay any Borrowingthe Revolving Loans, the Swingline Loans or the Term Loans, in whole or in part, without premium or penaltypenalty except as provided in Section 2.11(b), by giving upon irrevocable written notice (or telephonic notice promptly confirmed in writing) delivered to the Administrative Agent no later than 12:00 noonNoon, (i) Local Time, three Business Days prior thereto, in the case of prepayment Eurocurrency Loans, and no later than 12:00 Noon, New York City time, one Business Day prior thereto, in the case of any Eurodollar BorrowingABR Loans, not less than three which notice shall specify (3i) Business Days prior to any such the date and amount of prepayment, (ii) in whether the case prepayment is of Revolving Loans, Swingline Loans, Tranche A Term Loans, Tranche B Term Loans or New Term Loans of any Tranche, and if such prepayment is of any Base Rate BorrowingRevolving Loans or Swingline Loans, on the Business Day Class of such prepayment, Revolving Loans to be prepaid and (iii) in whether the case prepayment is of Swingline BorrowingsEurocurrency Loans or ABR Loans; provided that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, on the date of such prepayment. Each such notice Borrower shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof also pay any amounts owing pursuant to be prepaidSection 2.21. Upon receipt of any such notice, notice the Administrative Agent shall promptly notify each affected relevant Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in specified therein (provided that such noticenotice may be conditioned on receiving the proceeds of any refinancing), together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if prepaid. Partial prepayments of Term Loans of a Eurodollar Borrowing is prepaid on Class and of Revolving Loans of a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) Class shall be in an aggregate principal 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 ABR Loans) or (ii) $1,000,000 or a Revolving Borrowing whole multiple of the same Type pursuant to Section 2.3 or $500,000 in excess thereof (in the case of prepayments of Eurocurrency Loans), and in each case shall be subject to the provisions of Section 2.18. Partial prepayments of Swingline Loans of a Swingline Loan pursuant to Section 2.5. Each Class shall be in an aggregate principal amount of $50,000 or a whole multiple of $50,000 in excess thereof. (b) Any optional prepayment of the Tranche B Term Loans as a Borrowing result of a Repricing Transaction shall be applied ratably accompanied by a prepayment fee, which shall initially be 1% of the aggregate principal amount prepaid and shall decline to 0% on and after the Loans comprising such Borrowingfirst anniversary of the Closing Date.

Optional Prepayments. The Borrower shall have the right at any time and may, from time to time on any Business Day (and with respect to Advances denominated in Agreed Foreign Currencies, no more than twice per week on any Business Day), voluntarily prepay any Borrowing, Advances in whole or in part, without premium penalty or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) premium; provided that the Borrower shall have delivered to the Administrative Agent no later than 12:00 noonwritten notice of such prepayment (such notice, a “Notice of Prepayment”) in the form of Exhibit C hereto (i) in the case of a prepayment of any Eurodollar Borrowinga Syndicated Advance denominated in Dollars, not less by no later than three 2:00 p.m. at least one (31) Business Days Day prior to any the day of such prepayment, (ii) in the case of any a prepayment of any Base Rate Borrowinga Syndicated Advance denominated in an Agreed Foreign Currency, on by no later than 2:00 p.m. at least three (3) Business Days prior to the Business Day day of such prepayment, and (iii) in the case of a prepayment of a Swingline BorrowingsAdvance denominated in Dollars, by no later than 2:00 p.m. on the date of such prepayment, and provided, further, that there shall not be more than two (2) such prepayments during any calendar month which are made in whole or in part with any Interest Proceeds. Each such notice Any Notice of Prepayment received by the Administrative Agent after 2:00 p.m. shall be irrevocable and shall specify deemed received on the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaidnext Business Day. Upon receipt of any such noticeNotice of Prepayment, the Administrative Agent shall promptly notify each affected Lender Lender. Each such Notice of Prepayment shall be irrevocable and effective upon the contents thereof date received and of such Lender’s Pro Rata Share of any such prepayment. If shall be dated the date such notice is given, signed by a Responsible Officer of the aggregate Borrower and otherwise appropriately completed. Each prepayment of any Advance by the Borrower pursuant to this Section 2.05(a) shall in each case be in a principal amount of at least $500,000 or, if less, the entire outstanding principal amount of the Advances of the Borrower. If a Notice of Prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated specified therein. The Borrower shall make the payment amount specified in such noticenotice by wire transfer of immediately available funds by 11:00 a.m. to the Agent’s Account. The Administrative Agent promptly will make such payment amount specified in such notice available to each Lender in the amount of each Lender’s Percentage of the payment amount by wire transfer to such ▇▇▇▇▇▇’s account. Any funds for purposes of a voluntary prepayment received by the Administrative Agent after 11:00 a.m. shall be deemed received on the next Business Day. The Borrower (or the Collateral Manager on its behalf) shall have discretion to determine whether any such prepayment is paid from available Interest Proceeds and/or from available Principal Proceeds. If any such prepayment is to be paid, in whole or in part, from available Interest Proceeds, the aggregate amount of Interest Proceeds which are used to make such prepayment shall not exceed the Excess Interest Proceeds Amount and the Borrower (or the Collateral Manager on its behalf) shall deliver to the Agents an Excess Interest Proceeds Estimate together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than related Notice of Prepayment. For the last day avoidance of an Interest Period applicable theretoany doubt, the Borrower shall also pay all amounts required pursuant may only provide a Notice of Prepayment to Section 2.18. Each partial prepayment prepay Advances that are outstanding on the date such Notice of Prepayment is delivered and may not provide a Notice of Prepayment to prepay any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingfuture Advances.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, Loans in whole or in partpart from time to time; provided, without premium or penaltyhowever, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of that each partial prepayment of any Eurodollar BorrowingLIBOR Rate Loans shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof, not less than 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 prior to any such prepayment, (ii) Days’ irrevocable notice in the case of LIBOR Rate Loans and same-day irrevocable notice on any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline BorrowingsAlternate Base Rate Loans, to the Administrative Agent (which 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 order of their maturity, then to the remaining scheduled installments of principal payable with respect to the Tranche B Term Loans, in the inverse order of maturity, each such application to be made, first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.8(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder through the date of such prepayment. Each such notice shall be irrevocable and shall specify Amounts prepaid on the proposed date of such prepayment Revolving Loans and the principal amount of each Borrowing or portion thereof to Swingline Loans may be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid reborrowed in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is the terms hereof. Amounts 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 2.18. Each partial prepayment of any Tranche B Term Loan (other than a Swingline Loan) shall may not be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingreborrowed.

Optional Prepayments. The (a) 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 right account of such Borrower to the Fronting Lender in whole, but not in part, and the Fronting Lender within a reasonable period of time shall give Administrative Agent and each of the Lenders notice of such return. (d) Prologis may at any time and from time to time cancel all or any part of the Commitments by the delivery to prepay any BorrowingAdministrative Agent of a notice of cancellation within the applicable time periods set forth in Sections 2.9(a) and (b) if there are Loans then outstanding or, if there are no Loans outstanding at such time as to which the Commitments with respect thereto are being canceled, upon at least four Business Days’ notice to Administrative Agent, whereupon, in whole either event, all or in partsuch portion of the Commitments, without premium or penaltyas applicable, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) shall terminate as to the Administrative Agent no later than 12:00 noonapplicable Lenders, (i) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, pro rata on the date of such prepayment. Each 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 the 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 irrevocable and shall specify the proposed date permitted to designate in its notice of such prepayment and the principal amount of each Borrowing or portion thereof cancellation which Loans, if any, are to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount . (e) Any amounts so prepaid in accordance with Section 2.12(d); 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 2.182.9(a) or (b) may be reborrowed. Each partial prepayment of In the event Prologis elects to cancel all or any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing portion of the same Type Commitments pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall 2.9(d) hereof, such amounts may not be applied ratably to the Loans comprising such Borrowingreborrowed.

Optional Prepayments. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowingthe Term Loan, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing the Term Loan or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s 's Pro Rata Share of any such prepayment. If such notice is given, the aggregate Such amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d)2.07; provided, that if a Eurodollar Borrowing the Term Loan 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 2.18. Each partial prepayment 2.13. (b) Unless a Default or an Event of Default has occurred and is continuing, any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in prepayments made by the case of an advance of a Revolving Borrowing of the same Type Borrower pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing 2.05 (a) above shall be applied ratably as follows: first, to the Loans comprising Agent's fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all fees and reimbursable expenses of the Lenders then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders based on their respective Pro Rata Shares of such Borrowingexpenses; 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 Loan; and fourth, to the principal balance of the Term Loan, until the same shall have been paid in full, pro rata to the Lenders based on their respective Pro Rata Shares of the Term Loan.

Optional Prepayments. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium upon at least three Business Days’ prior written or penalty, by giving irrevocable written fax notice (or telephonic telephone notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (iby written or fax notice) in the case of prepayment of any Eurodollar BorrowingLoans, not less than three or written or fax notice (3or telephone notice promptly confirmed by written or fax notice) at least one Business Days Day prior to any such prepayment, (ii) the date of prepayment in the case of any ABR Loans, to the Administrative Agent before 12:00 noon, New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of any Base Rate Borrowing$1,000,000 and not less than $5,000,000. (b) Optional prepayments of Term Loans shall be allocated pro rata among the then outstanding Term Loans of each Class and shall be applied, as to each such Class, first, in direct order to the scheduled installments of principal due in respect of the Term Loans of such Class under Section 2.11(a) or (b), as applicable, on the Business Day two Repayment Dates for Term Loans of such prepayment, and (iii) in the case of Swingline Borrowings, on Class next following the date of such prepayment. prepayment unless and until such installments have been eliminated as a result of prepayments under this Section and Section 2.13, and second, ratably to the remaining scheduled installments of principal due in respect of the Term Loans of such Class under Section 2.11(a) or (b), as applicable. (c) Each such notice shall be irrevocable and of prepayment shall specify the proposed prepayment date of such prepayment and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid. Upon receipt of any such notice, shall be irrevocable (provided that the Administrative Agent shall promptly notify each affected Lender of the contents thereof and occurrence of such Lender’s Pro Rata Share prepayment may be conditioned upon the completion of any replacement financing), shall commit the applicable Borrower to prepay such prepayment. If such notice is given, Borrowing by the aggregate amount specified in such notice shall be due and payable stated therein on the date designated stated therein and shall be substantially in the form of Exhibit F or such noticeother form as shall be acceptable to the Administrative Agent. All prepayments under this Section shall be subject to Section 2.16, together with but otherwise shall be without premium or penalty, and shall be accompanied by accrued and unpaid interest to such date on the principal amount so to be prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a to but excluding the date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingpayment.

Optional Prepayments. The Borrower shall have the right may at any time and from time to time to prepay any Borrowingthe Loans, in whole or in part, without premium (except as set forth in Section 2.11(h)) or penalty, by giving upon irrevocable written notice (or telephonic notice promptly confirmed in writing) delivered to the Administrative Agent no later than 12:00 noon2:00 P.M., New York City time, (i) three Business Days prior thereto, in the case of prepayment of any Eurodollar Borrowing, not less than three Loans denominated in Dollars and (3ii) four Business Days prior to any such prepayment, (ii) thereto in the case of any prepayment of any Base Rate BorrowingEurodollar Loans denominated in Alternative Currencies (other than Dollars), on the and no later than 2:00 P.M., New York City time, one Business Day prior thereto, in the case of such 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 (iii) 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 Borrowings, Loans notice may be given no later than 2:00 P.M. New York City time on the date of such prepayment. Each such notice ; 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 be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof also pay any amounts owing pursuant to be prepaidSection 2.20. Upon receipt of any such notice, notice the Administrative Agent shall promptly notify each affected relevant Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount so prepaid prepaid. Partial prepayments of a Class of Term Loans shall be in accordance with Section 2.12(d); provided, that if an aggregate principal amount of $1,000,000 or a Eurodollar Borrowing is prepaid on a date other than the last day whole multiple thereof. Partial prepayments of Revolving Loans denominated in an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan Alternative Currency (other than a Swingline LoanDollars) shall be in an aggregate principal amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 Alternative Currency Equivalent of $1,000,000 or a whole multiple thereof. Partial prepayments of Revolving Loans denominated in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing Dollars shall be applied ratably to the in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans comprising such Borrowingshall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

Optional Prepayments. The (i) Any Borrower shall have may, upon notice from such Borrower to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing, Revolving Loans in whole or in part, part without premium or penalty; provided, in each case, that (x) such notice must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than 12:00 noon, (iA) in the case of prepayment of any Eurodollar Borrowing, not less than 1:00 p.m. three (3) Business Days prior to any such prepaymentdate of prepayment of Eurocurrency Rate Loans denominated in Dollars, (iiB) in the case 11:00 a.m. four Business Days prior to any date of any prepayment of any Base Eurocurrency Rate Borrowing, on the Business Day of such prepaymentLoans denominated in Alternative Currencies, and (iiiC) in the case of Swingline Borrowings, 11:00 a.m. on the date of such prepaymentprepayment 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 be irrevocable and shall specify the proposed date and amount of such prepayment and prepayment, the principal amount of each Borrowing or portion thereof 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. Upon The Administrative Agent will promptly notify each applicable Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share Applicable Percentage of any such prepayment. If such notice is givengiven by a Borrower, such Borrower shall make such prepayment and the aggregate payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.183.05. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant Subject to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each 2.15, each such prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingof the applicable Lenders in accordance with their respective Applicable Percentages.

Optional Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing, Term Loans and Revolving Credit Loans in whole or in part, part without premium or penalty, penalty (except as set forth below); provided that (A) such notice must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than 12:00 noon, 11:00 a.m. (i1) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case date of any prepayment of any Base Eurodollar Rate Borrowing, on the Business Day of such prepayment, Loans and (iii2) in the case of Swingline Borrowings, on the date of such prepaymentprepayment 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 be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Class(es) and Type(s) of each Borrowing or portion thereof Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Upon The Administrative Agent will promptly notify each Appropriate Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share ratable portion of any such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.53.05. Each prepayment of a Borrowing the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied ratably 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 comprising under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, (i) on or prior to the 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 Borrowingamendment 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) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Incremental Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. The (i) Other than prepaying Swing Line Loans (which shall be governed by clause (ii) below), at its option the Borrower shall have may, upon one (1) Business Day’s notice to the right at Administrative Agent in 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 time and from time to time to prepay any Borrowing, in whole or Borrowing in part, without premium or penaltypenalty (except, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment LIBOR Loans, as set forth in Section 2.13), in a minimum principal amount of any Eurodollar Borrowing, not less than three (3A) Business Days prior to any such prepayment, (ii) $500,000 and integral multiples of $100,000 in the case of any prepayment of any excess thereof for Base Rate Borrowing, on the Business Day of such prepayment, Loans and (iiiB) $1,000,000 and integral multiples of $100,000 in the case of Swingline Borrowingsexcess thereof for LIBOR Loans, on the date of such prepaymentor in whole. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated 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 such noticefull, together 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 accrued interest a copy to such date on the amount so prepaid Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in accordance with Section 2.12(d)whole or in part without premium or penalty; provided, that if (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a Eurodollar Borrowing minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is prepaid on a date other than given by the last day of an Interest Period applicable theretoBorrower, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial make such prepayment of any Loan (other than a Swingline Loan) and the payment amount specified in such notice shall be in an amount that would be permitted in due and payable on the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingdate specified therein.

Optional Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing, Term Loans and Revolving Credit Loans in whole or in part, part without premium or penalty, penalty (except as set forth below); provided that (A) such notice must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than 12:00 noon, 11:00 a.m. (i1) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case date of any prepayment of any Base Eurodollar Rate Borrowing, on the Business Day of such prepayment, Loans and (iii2) in the case of Swingline Borrowings, on the date of such prepaymentprepayment 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 be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Class(es) and Type(s) of each Borrowing or portion thereof Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Upon The Administrative Agent will promptly notify each Appropriate Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share ratable portion of any such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.53.05. Each prepayment of a Borrowing the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied ratably 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 comprising under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, on or prior to the 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 Borrowingamendment 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.

Optional Prepayments. The Subject to Section 4.04, the Borrower shall have the right may, at any time and or from time to time to prepay any Borrowingtime, in whole or in part, without premium or penalty, by giving upon irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case form of prepayment a Notice of any Eurodollar Borrowing, not less than three Loan Prepayment by 11:00 a.m. (3New 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 Class of Loans ratably among the Lenders holding such prepaymentClass of Loans in whole or in part without penalty, (ii) in minimum amounts of $500,000, or any multiple of $100,000 in excess thereof, in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepaymentLoans, and (iii) $500,000, or any multiple of $500,000 in excess thereof, in the case of Swingline BorrowingsTerm SOFR Loans; provided that if due to a Defaulting Lender’s failure to fund any requested Borrowing, on Loans are made not in accordance with the date of Lenders’ respective Pro Rata Shares (each such prepaymentLoan, a “Non-Ratable Loan”) then such prepayment shall be applied first to Non-Ratable Loans, then in the order that the Borrower may specify. Each such notice prepayment of the Term Loans shall be irrevocable and applied to the remaining principal repayment installments of the Term Loans in the order that the Borrower may specify or, absent instruction from the Borrower, in direct order of maturity. Such notice of prepayment shall specify the proposed date and amount of such prepayment and the principal amount Type(s) of each Borrowing or portion thereof Loans to be prepaid. Upon The Agent will promptly notify each Lender of its receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender▇▇▇▇▇▇’s Pro Rata Share of any such prepayment. If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with accrued interest to each such date on the amount so prepaid in accordance with Section 2.12(d); 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 and any amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing4.04.

Optional Prepayments. The Borrower shall have Issuer may, at its option, prepay the right at any time and from time to time to prepay any Borrowing, Notes in whole or in part, without premium or penalty, by giving irrevocable part on any Business Day; provided that (i) the Issuer shall have provided written notice (or telephonic notice promptly confirmed in writing) of such prepayment to the Administrative Agent Indenture Trustee, the Paying Agent, the Back-Up Manager and Servicer no later than 12:00 noon, five Business Days (i) or such shorter notice period as set forth in the case Variable Funding Note Purchase Agreement for any Series of prepayment of any Eurodollar Borrowing, not less than three (3Variable Funding Notes) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and (ii) such prepayment is accompanied by all accrued and unpaid interest on the principal amount of each Borrowing or portion thereof such Notes being prepaid through the date of such prepayment (along with any applicable Prepayment Consideration); provided that optional partial prepayments (other than to the extent made with funds on deposit in the Cash Trap Reserve Account) (i) may be directed by the Issuer to be prepaidapplied 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 alphanumerical designation, except that no prepayment is required to be applied to any Variable Funding Notes unless (x) the commitment with respect to such Notes is not revolving or (y) such Notes are in a Post-ARD Period. Upon 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 such noticeinformation 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 Administrative Agent Issuer shall promptly notify each affected Lender prepay the Notes in an amount equal to the applicable Release Price for the related Fiber Network Assets pursuant to clause (v) of the contents thereof Priority of Payments, and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 necessary to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in satisfy the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such BorrowingDisposition Conditions.

Optional Prepayments. (a) The Borrower Company shall have have, and is hereby granted, the right 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 from time to time is hereby granted, the option to prepay all or any Borrowingportion of the unpaid balance hereunder, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) together with interest thereon to the Administrative Agent no later than 12:00 noondate of redemption of the Bonds, at any time by taking, or causing the Issuer to take, the actions required by the Indenture (i) in to discharge the case lien thereof through the redemption, or provision for payment of prepayment redemption of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, all Bonds then outstanding or (ii) in to effect the case redemption, or provision for payment or redemption, of less than all Bonds then outstanding, pursuant to Section 2.18(a) of the Indenture. (c) To make a prepayment pursuant to this Section 11.1, the Company shall give written notice to the Issuer, the Trustee and the Registrar which shall specify therein (i) the date of the intended prepayment, which shall not be less than 45 days from the date any prepayment of any Base Rate Borrowing, on the Business Day of Bonds are to be redeemed from such prepayment, and (iiiii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaidprepaid and the date or dates on which the prepayment is to occur. Upon receipt of any All such notice, prepayments shall be in the Administrative Agent shall promptly notify each affected Lender amount of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate unpaid amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that hereunder 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 made pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan11.1(a) shall be in an amount that would be permitted or in the case amount of an advance of a Revolving Borrowing of the same Type Authorized Denomination if made pursuant to Section 2.3 or 11.1(b) and the Company shall furnish additional funds, if necessary, to make such prepayments in such amounts. In addition, the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing Company shall make such additional payments as shall be applied ratably necessary to pay any redemption premium on the Loans comprising Bonds in connection with such Borrowingredemption.

Optional Prepayments. The Borrower shall have the right at any time and from time to time may elect to prepay any Borrowingof the Advances, in whole or in part, without premium or penalty, by after giving irrevocable written notice (or telephonic notice promptly confirmed in writing) thereof to the Administrative Agent no later than and the Lenders by 10:00 a.m. (Houston, Texas) for Adjusted Base Rate Advances, by 12:00 noonp.m. (Houston, Texas) for all other Advances denominated in Dollars and by 12:00 p.m. in the Applicable Time for Revolving Advances denominated in Foreign Currencies and Swingline Advances made by Foreign Swingline Lenders (i) in on the case day of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepaymentSwingline Advance, (ii) in at least three Business Days’ prior to the case day of any prepayment of any Eurocurrency Rate Advances and (iii) on the day of prepayment of any Adjusted Base Rate BorrowingAdvance. Such notice shall be by telephone or facsimile, on and if by telephone, confirmed promptly in writing, and must state the Business Day proposed date and aggregate principal amount of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of whether such prepayment should be applied to reduce outstanding Revolving Advances or Swingline Advances, and if applicable, the principal amount of each Borrowing or portion thereof relevant Interest Period for the Advances to be prepaid. Upon receipt of If any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the Borrower shall prepay Advances comprising part of the same Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice shall be due and payable on the date designated in such notice, together with and shall also pay accrued interest to the date of such date prepayment on the principal amount so prepaid in accordance with and amounts, if any, required to be paid pursuant to Section 2.12(d)2.8 as a result of such prepayment being made on such date; provided, however, 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 2.18. Each (i) each partial prepayment of any Loan (other than a Swingline Loan) Eurocurrency Rate Advances shall be in an aggregate principal amount that would of not 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 permitted 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 case 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 an advance of a Revolving Borrowing of the same Type such prepayment and amounts, if any, required to be paid pursuant to Section 2.3 or in the case 2.8 as a result of a Swingline Loan pursuant to Section 2.5. Each such prepayment of a Borrowing shall be applied ratably to the Loans comprising being made on such Borrowingdate.

Optional Prepayments. The Borrower shall have Company may on the right last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time to prepay any Borrowingtime, in the case of ABR Loans, prepay, in whole or in part, either the outstanding Revolving Loans or the outstanding Term Loans, without premium or penalty, by giving upon irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon(which notice must be received by the Administrative Agent prior to 11:00 A.M. (New York, New York time) (i) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to the prepayment date if all or any such prepayment, part of the Loans to be prepaid consist of Eurodollar Loans and (ii) in the case of any prepayment of any Base Rate Borrowing, on the one (1) Business Day of such prepaymentprior to the prepayment date, and (iii) in the case of Swingline Borrowingsotherwise), on specifying the date and amount of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and whether the principal prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount of each Borrowing or portion thereof allocable to be prepaideach. Upon receipt of any such notice, notice the Administrative Agent shall promptly notify each affected applicable Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any amounts required payable pursuant to Section 2.183.5 and interest on the principal amount prepaid through the date of prepayment. Each partial prepayment Partial prepayments of any Loan (other than a Swingline Loan) Revolving Loans or Term Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Subject to the foregoing terms, prepayments of Revolving Loans that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to are made under this Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing 2.6(a) shall be applied ratably as the Company may elect; provided that if the Company fails to specify the application of a voluntary prepayment of Revolving Loans then such prepayment shall be applied first to ABR Loans and then to Eurodollar Loans in direct order of Interest Period maturities. Voluntary prepayments of the Term Loans shall be applied to prepay on a pro rata basis the Term B Loan (pro rata to the Loans comprising such Borrowingremaining amortization payments thereunder) and the Incremental Term Loan (pro rata to the remaining amortization payments thereunder).

Optional Prepayments. The Borrower shall have may, upon delivery of a Notice of Loan Prepayment to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing, Committed Loans in whole or in part, part without premium or penalty, penalty subject to Section 3.05; provided that (A) such Notice of Loan Prepayment must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than 12:00 noon, 11:00 a.m. (i1) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case date of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, Term SOFR Loans and (iii2) in the case of Swingline Borrowings, on the date of such prepaymentprepayment 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 shall be irrevocable and Notice of Loan Prepayment shall specify the proposed date and amount of such prepayment and the principal amount Type(s) of each Borrowing or portion thereof Committed Loans to be prepaid and, if Term SOFR Loans are to be prepaid. Upon receipt of any such notice, the Interest Period(s) of such Loans. The Administrative Agent shall will promptly notify each affected Lender of its receipt of each such Notice of Loan Prepayment, and of the contents thereof and amount of such Lender’s Pro Rata Share ratable portion of any such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice Notice of Loan Prepayment is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice Notice of Loan Prepayment shall be due and payable on the date designated in such noticespecified 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 accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.183.05. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant Subject to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each 2.17, each such prepayment of a Borrowing shall be applied ratably to the Committed Loans comprising such Borrowingof the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.

Optional Prepayments. The Borrower shall have Subject to the right requirement that after giving effect to the proposed prepayment (x) there will be sufficient funds in the Collection Account to make all payments described in clauses (A) through (J) of Section 9.1(a)(i) on the next Quarterly Payment Date (or if such prepayment is made on a Quarterly Payment Date, on such Quarterly Payment Date) and (y) there is no Commitment Shortfall at any time after the Swingline Loans have been repaid in full and from 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 notice shall contain a certificate of an Authorized Officer of the Borrower certifying as to time 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 Borrowing, in whole or in partportion of the principal balance of the Class A Loans then outstanding, without premium or penaltypenalty (other than as set forth in Section 2.9), on any Business Day by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) paying to the Administrative Collateral Agent no later than 12:00 noonfor the account of the Lenders the principal amount to be prepaid together with accrued and unpaid interest and Commitment Fees, if applicable, thereon to and including the date of prepayment and, if such prepayment occurs on a day that is not a Quarterly Payment Date, any amount due pursuant to Section 2.9; provided that (x) any prepayments of Class A Loans made pursuant to this clause (i) shall result in the case permanent reduction of the Class A-R Commitments and the Class A-T Commitments on a dollar-for-dollar basis, and (y) such prepayment of any Eurodollar Borrowingshall be allocated to each Class A Lender (A) with respect to principal repayment, not less than three in accordance with the Principal Allocation Formula and (3B) Business Days prior with respect to any such prepaymentinterest 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 the case of any prepayment of any Base Rate Borrowingcompliance after giving effect thereto, on the 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 such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and Class A-R Loans then outstanding by paying the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, prepaid together with accrued interest and Commitment Fees, if applicable, thereon to the date of prepayment and any amounts due pursuant to Section 2.9; provided that any prepayments of the Class A-R Loans made pursuant to this clause (ii) shall not result in any reduction in the Class A-R Commitments at such date on time and such prepaid amounts under the amount so prepaid Class A-R Loans may be re-borrowed in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day terms of an Interest Period applicable thereto, the Borrower shall also pay all amounts required this Agreement. All prepayments of Loans pursuant to this Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan2.7(c) shall be applied in an amount that would accordance with the procedures set forth in this Section 2.7(c) and shall not be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably subject to the Loans comprising such BorrowingPriority of Payments.

Optional Prepayments. The Borrower shall have may, upon delivery of a Prepayment Notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any BorrowingLoans, in whole or in part, without premium or penalty, part subject to payment of the Exit Fee at the time of such prepayment; provided that (1) such notice must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than 12:00 noonnoon (New York, New York time) two (i) in the case of prepayment of any Eurodollar Borrowing, not less than three (32) Business Days prior to any such prepayment, date of prepayment of Loans; and (ii2) in the case of any prepayment of any Base Rate BorrowingLoans 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, in each case, with accrued and unpaid interest on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepaymentLoans to be repaid. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and whether the principal amount Loans to be prepaid are New Money Loans and/or Roll Up Loans. The Administrative Agent will promptly notify each Lender of its receipt of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share of any such prepayment. If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated specified therein. Each prepayment of Loans pursuant to this Section 2.02(a) shall be paid to the Lenders in accordance with their respective Pro Rata Shares; provided that no prepayment shall be made with respect to Roll Up Loans unless and until all New Money Loans are paid in full and such noticeprepayment of the Roll Up Loans is otherwise permitted by the Novelion Subordination Agreement, together with as certified by a Responsible Officer of the Borrower in the applicable Prepayment Notice. For the avoidance of doubt, (x) the outstanding Loan amount shall include the Commitment Fee (added to the balance of the New Money Loans), accrued interest and capitalized interest already added to such date on the amount so prepaid Loan balance, and any prepayment of New Money Loans shall require payment of the Exit Fee and (y) any prepayment shall be applied in accordance with Section 2.12(d); provided, that 8.03 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 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingthen applicable.

Optional Prepayments. The (a) Subject to Section 4.04, the Borrower shall have the right may, at any time and or from time to time time, upon not less than two Business Days’ irrevocable Notice of Prepayment to the Agent (which Notice of Prepayment may be conditioned upon the consummation of replacement financing or any other transaction), in respect of LIBOR Rate Loans, and in respect of Base Rate Loans, by not later than 10:30 a.m. (Eastern time) on the prepayment date, prepay any Borrowing, Loans in whole or in part, in an aggregate minimum amount that is not less than $2,000,000 (or such lesser amount agreed to by the Agent), without premium or penaltypenalty (except as set forth in clause (b) below). Such Notice of Prepayment shall specify the date and amount of such prepayment, by giving irrevocable written notice (or telephonic notice promptly confirmed in writingwhich Loans are to be prepaid and the Class(es) and Type(s) of such Loans to the Administrative Agent no later than 12:00 noonbe prepaid and, (i) in the case of a prepayment of any Eurodollar BorrowingTerm Loans, not less than three the installments to which such prepayment shall be applied (3) Business Days prior to any such prepaymentit being understood that, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day absence of such prepaymenta direction, and (iii) such prepayment shall be applied to such installments in the case direct order of Swingline Borrowings, on the date maturity thereof). The Agent will promptly notify each Lender of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon its receipt of any such noticeNotice of Prepayment, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share Percentage of any such prepayment, subject to Section 3.11, if applicable. If such notice Notice of Prepayment is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice Notice of Prepayment shall be due and payable on the date designated specified therein, together, in such noticethe case of LIBOR Rate Loans, together with accrued interest to each such date on the amount so prepaid in accordance with Section 2.12(d); 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 and any amounts required pursuant to Section 2.18. Each partial prepayment 4.04. (b) At the time of the effectiveness of any Loan Repricing Transaction that is consummated prior to the date that is twelve (other than 12) months after the Effective Date, the Borrower agrees to pay to the Agent, for the ratable account of each Lender with outstanding Term B Loans that are repaid or prepaid (and/or converted) pursuant to such Repricing Transaction (including, if applicable, each Lender that withholds its consent to a Swingline LoanRepricing Transaction of the type described in clause (2) shall be of the definition thereof and is replaced as a non-consenting Lender under Section 4.07), a fee in an amount that would be permitted in the case equal to 1.00% of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or (x) in the case of a Swingline Loan Repricing Transaction of the type described in clause (1) of the definition thereof, the aggregate principal amount of all Term B Loans prepaid (or converted) by the Borrower in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction of the type described in clause (2) of the definition thereof, the aggregate principal amount of all Term B Loans outstanding with respect to the Borrower on such date that are subject to an effective reduction of the Applicable Rate pursuant to Section 2.5such Repricing Transaction. Each prepayment of a Borrowing Such fees shall be applied ratably to due and payable upon the Loans comprising date of the effectiveness of such BorrowingRepricing Transaction.

Optional Prepayments. The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay Term Loans of any Borrowing, Class and Revolving Credit Loans of any Class in whole or in part, part without premium or penalty, by giving irrevocable written penalty (except as set forth below); provided that (A) such notice (or telephonic notice promptly confirmed must be in writing) a form reasonably acceptable to the Administrative Agent no and be received by the Administrative Agent not later than 12:00 noon, 11:00 a.m. (i1) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepaymentdate of prepayment of Eurodollar Rate Loans and, (ii2) in the case two Business Days prior to any date of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, Term SOFR Loans and (iii3) in the case of Swingline Borrowings, on the date of such prepaymentprepayment 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 be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Class(es) and Type(s) of each Borrowing Loans to be prepaid and, if Eurodollar Rate Loans or portion thereof Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Upon The Administrative Agent will promptly notify each Appropriate Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share ratable portion of any such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified 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 accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.183.05. Each partial prepayment of any Loan (other than a Swingline Loanoutstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Incremental Facilities. The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Incremental Facilities or 100% of any Class of Facilities, which refinancing shall not be consummated or shall otherwise be delayed. In the event that the Borrower (x) makes any prepayment of any Term B-4 Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-4 Loans, in each case prior to the six (6) month anniversary of the Third Amendment Effective Date, the Borrower shall pay a premium in an amount that would be permitted equal to 1.00% of (A) in the case of an advance of a Revolving Borrowing clause (x), the amount of the same Type pursuant to Section 2.3 Term B-4 Loans being prepaid or (B) in the case of a Swingline Loan pursuant clause (y), the aggregate amount of the applicable Term B-4 Loans outstanding immediately prior to Section 2.5. Each prepayment of a Borrowing shall be applied ratably such amendment, in each case to the Loans comprising such BorrowingAdministrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (a) The Borrower shall have Company may, upon notice to the right Administrative Agent by 10:00 a.m., New York City time, at any least one Domestic Business Day (or such shorter time and from time as the Administrative Agent may agree in its sole discretion) prior to time to prepay any Borrowing, in whole or in partthe date of prepayment, without premium or penalty, by giving irrevocable written notice 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 telephonic 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 promptly confirmed in writing) to the Administrative Agent no later than 12:00 noonby 10:00 a.m., (i) in the case of prepayment of any Eurodollar BorrowingNew York City time, not less than at least three (3) Domestic Business Days prior to any such the date of prepayment, without premium or penalty (but including any amounts owed pursuant to Section 2.14), prepay any Euro-Dollar Borrowing made to the Company in whole at any time, or from time to time in part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000 (or such other amount that represents the total amount of Euro-Dollar Borrowings outstanding), by paying the principal amount to be prepaid together with (x) accrued interest thereon to the date of prepayment and (y) all losses and expenses (if any) relating thereto which are (i) determined pursuant to Section 2.14 and (ii) in notified to the case of any prepayment of any Base Rate Borrowing, on Company by the relevant Bank at least one Domestic Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on 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. (c) Each such notice prepayment pursuant to this Section 2.12 shall be irrevocable and shall specify applied to prepay ratably the proposed date Loans of such prepayment and the principal amount of each several Banks included in the relevant Borrowing or portion thereof to be being prepaid. Upon receipt of any such noticea notice of prepayment pursuant to this Section 2.12, the Administrative Agent shall promptly notify each affected Lender Bank of the contents thereof and of such LenderBank’s Pro Rata Share ratable share (if any) of any such prepayment. If such notice is given, the aggregate amount specified in prepayment and such notice shall not thereafter be due and payable on revocable by the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d)Company; provided, that if a Eurodollar Borrowing is prepaid on a date other than any such notice may be conditioned upon the last day occurrence of an Interest Period applicable thereto, one or more events (including the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment effectiveness of any Loan (other than a Swingline Loannew credit facilities) shall and may be in an amount that would be permitted in revoked by the case Company upon the non-occurrence of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably such event by written notice to the Loans comprising Administrative Agent prior to the date specified for such Borrowingprepayment.

Optional Prepayments. The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing, in whole or in partpart the Acquisition Subfacility Principal Debt, the Working Capital/Distribution Subfacility Principal Debt and/or the Term Loan Principal Debt without premium or penalty, ; provided that (i) such notice must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than 12:00 noon11:00 a.m., New York time, (iA) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepaymentdate of prepayment of Eurodollar Rate Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) in the case of any prepayment of any Base Eurodollar Rate Borrowing, on the Business Day Loans shall be in a principal amount of such prepayment, $500,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the case a principal amount of Swingline Borrowings, on the date $500,000 or a whole multiple of such prepayment$100,000 in excess thereof. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment prepayment, the Facility (or, as the case may be, Subfacility) being prepaid and the principal amount Type(s) of each Borrowing or portion thereof Loans to be prepaid. Upon The Administrative Agent will promptly notify each Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s 's Pro Rata Share of any such prepayment. If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.18SECTION 3.05. Each partial such prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingof the Lenders in accordance with their respective Pro Rata Shares. Unless a Default or Event of Default has occurred and is continuing or would arise as a result thereof any payment or prepayment of the Revolver Principal Debt may be reborrowed by Borrower, subject to the terms and conditions hereof.

Optional Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay Term Loans of any Borrowing, Class and Revolving Credit Loans of any Class in whole or in part, part without premium or penalty, by giving irrevocable written penalty (except as set forth below); provided that (A) such notice (or telephonic notice promptly confirmed must be in writing) a form reasonably acceptable to the Administrative Agent no and be received by the Administrative Agent not later than 12:00 noon, 11:00 a.m. (i1) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case date of any prepayment of any Base Eurodollar Rate Borrowing, on the Business Day of such prepayment, Loans and (iii2) in the case of Swingline Borrowings, on the date of such prepaymentprepayment 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 be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Class(es) and Type(s) of each Borrowing or portion thereof Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Upon The Administrative Agent will promptly notify each Appropriate Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share ratable portion of any such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.183.05. Each partial prepayment of any Loan (other than a Swingline Loanoutstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Incremental Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Incremental Facilities or 100% of any Class of Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Term B-4 Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-4 Loans, in each case prior to the six (6) month anniversary of the Third Amendment Effective Date, the Borrower shall pay a premium in an amount that would be permitted equal to 1.00% of (A) in the case of an advance of a Revolving Borrowing clause (x), the amount of the same Type pursuant to Section 2.3 Term B-4 Loans being prepaid or (B) in the case of a Swingline Loan pursuant clause (y), the aggregate amount of the applicable Term B-4 Loans outstanding immediately prior to Section 2.5. Each prepayment of a Borrowing shall be applied ratably such amendment, in each case to the Loans comprising such BorrowingAdministrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower shall have the right at any time and from time to time time, without premium or penalty (subject to Section 4.4(a)(ii)), to prepay any Borrowingthe Term Loans, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) upon delivery to the Administrative Agent no of a Notice of Prepayment not later than 12:00 noon, p.m. (i) in on the case of same Business Day as the prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, a Base Rate Loan and (ii) in at least three RFR Business Days before the case of any prepayment of any a Term SOFR Loan, specifying the date and amount of repayment, whether the repayment is of Term SOFR Loans or Base Rate Borrowing, on the Business Day of such prepaymentLoans or a combination thereof, and (iii) in if a combination thereof, the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment amount allocable to each and the principal amount applicable Class of each Borrowing or portion thereof to be Term Loans being prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is givengiven by Borrower, Borrower shall make such prepayment and the aggregate payment amount specified in such notice shall be due and payable on the date designated specified therein; provided that such notice may state that the prepayment is conditioned upon the effectiveness of other credit facilities, acquisitions, dispositions or other transactions, in which case, such notice, together with accrued interest notice may be revoked or modified by Borrower (by notice to Administrative Agent on or prior to the specified prepayment date) if such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing condition 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 2.18not satisfied. Each partial optional prepayment of any Loan (other than a Swingline Loan) Class of Term Loans hereunder shall be in an aggregate principal amount of at least $1,000,000 or any whole multiple of $500,000 in excess thereof and shall be applied to the 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 Revolving Borrowing of the same Type maturity. Each repayment shall be accompanied by any amount required to be paid pursuant to Section 2.3 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 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 the event such refinancing is not consummated or such 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 accompanied by a pro rata (or greater) repayment of Term Loans of the Existing Term Loan Class from which such Extended Term Loans were converted (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in 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 Swingline Loan pursuant to Section 2.5. Each prepayment 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 Borrowing 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 applied ratably 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 comprising on the date of such Borrowingprepayment.

Optional Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent (or the Revolver Agent in the case of any notice in connection with any Revolving Credit Facilities, Revolving Credit Commitments, Revolving Credit Loans, Extended Revolving Credit Commitments or Loans thereunder or Incremental Revolving Credit Commitments) by the Borrower, at any time and or from time to time to voluntarily prepay any Borrowing, Borrowing of any Class in whole or in part, part without premium or penalty, penalty (except as set forth in Section 2.05(a)(iv)); provided that (1) such notice must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no or the Revolver Agent, as applicable, not later than 12:00 noon1:00 p.m., New York City time (iA) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepaymentdate of prepayment of Eurocurrency Rate Loans (or, (ii) in the case of a Eurocurrency Rate Loan denominated in any prepayment currency other than Dollars, not later than 1:00 p.m., Local Time, three (3) Business Days before any date of any Base Rate Borrowing, on the Business Day of such prepayment, ) and (iiiB) in the case of Swingline Borrowings, on the date of such prepaymentprepayment 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 be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Class(es) and Type(s) of each Borrowing or portion thereof Loans to be prepaid. Upon The Administrative Agent (or the Revolver Agent, as applicable) will promptly notify each Appropriate Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share Applicable Percentage of any such prepayment. If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.183.04. Each partial prepayment of any Loan (other than a Swingline Loanthe Loans pursuant to this Section 2.05(a) shall be in an applied (x) prior to the Conversion Date, to reduce the principal amount that would of the Term Loans to be permitted repaid on the Maturity Date and (y) after the Conversion Date, to the Class(es) and Type(s) (and in the case of an advance of a Revolving Borrowing of Term Loans, the same Type pursuant to Section 2.3 or installments thereof) as directed by the Borrower (it being understood and agreed that in the case of a Swingline Loan pursuant to Section 2.5. Each Term Loans, if the Borrower does not so direct at the time of such prepayment, such prepayment of a Borrowing shall be applied ratably against the scheduled repayments of Term Loans of the relevant Class under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) [reserved]. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a) if such notice of prepayment states that such prepayment is conditioned upon the effectiveness of an Investment, Change of Control, the effectiveness of other credit facilities, acquisition, debt or equity offering, and such condition is not satisfied. (iv) In the event that the Borrower (x) makes any prepayment of any Class of Initial Term Loans comprising 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 six (6) month anniversary of the Amendment No. 2 Effective Date, the Borrower shall pay a premium in an amount equal to 1.0% of (A) in the case of clause (x), the amount of such BorrowingInitial Term Loans being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Initial Term Lenders.

Optional Prepayments. The Borrower shall have the right at any time and from time to time time, subject to Section 3.04(d), to prepay any Borrowing, Borrowing in whole or in part, without premium or penalty, by giving irrevocable written subject to prior notice (or telephonic notice promptly confirmed in writing) accordance with Section 3.04(b); provided that the Borrower shall not have the right to the Administrative Agent no later than 12:00 noon, make any optional prepayment of Term Loans unless (i) such prepayment results in the case payment in full of all Term Loans and is made in connection with an optional repayment in full of all of the Loans and the termination of all of the Commitments; (ii) such prepayment is made with the proceeds of any Eurodollar substantially contemporaneous (A) incurrence of any Permitted Term Loan Refinancing Indebtedness, (B) Qualified Unsecured Indebtedness Offering or (C) Qualified Equity Issuance; (iii) if such prepayment is made in whole or in part with the proceeds of any 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 three $300,000,000 (3and the conditions to borrowing set forth in Section 6.03 are satisfied at such time) Business Days prior and (B) the Borrower is in compliance on a pro forma basis with the financial covenants contained in Section 9.10 that are applicable at such time as of the last day of the most recently ended Testing Period for which financial statements are available after giving pro forma effect to such Revolving Borrowing; or (iv) if such prepayment is made with any such prepayment, source other than those described in the foregoing clauses (ii) in and (iii), at the case of any prepayment of any Base Rate Borrowing, on the Business Day time of such prepayment, and the Aggregate Revolving Commitments exceeds the Total Revolving Credit Exposure by not less than $300,000,000. Optional prepayments of the Term Loans made in accordance with clauses (ii), (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender (iv) of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, proviso to the aggregate amount specified in such notice shall immediately preceding sentence may be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 2.18. Each either partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing or full prepayments of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such BorrowingTerm Loans.

Optional Prepayments. (i) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, Borrowing at par in whole or in part, subject to the 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 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 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). Notwithstanding the foregoing, in the event that, on or prior to the six-month anniversary of the Restatement Effective Date, the Borrowers (x) make any prepayment of Term B Loans in connection with any 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) Notwithstanding anything to the contrary in Section 2.09(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 par value thereof (or at any other price established through the procedures described in this Section 2.09(a)(ii)), Term Loans of any Class of Lenders who consent to such prepayment by offering to prepay such Term Loans from each Lender holding such Term Loans (any such payment, 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 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 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 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 penaltypenalty (but subject to Section 2.14), by giving upon irrevocable written notice substantially in the form of Exhibit J hereto (or telephonic notice promptly confirmed in writing) each an “Offered Range Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 12:00 noon1:00 p.m., (i) in the case of prepayment of any Eurodollar BorrowingNew York City time, not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such Offered Range Voluntary Prepayment, which notice shall be irrevocable and shall specify the proposed date and amount of such prepayment the Offered Range Voluntary Prepayment and the principal amount of each Borrowing or portion thereof to be prepaidApplicable Purchase Price determined by the Administrative Agent. Upon receipt of any such notice, Offered Range Voluntary Prepayment Notice the Administrative Agent shall promptly notify each affected relevant Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If such notice any Offered Range Voluntary Prepayment Notice is given, the aggregate amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Purchase Price for the applicable Loans, on the date designated in such notice, specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day prepaid. Any prepayment of an Interest Period applicable thereto, the Borrower shall also pay all amounts required principal pursuant to this Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan2.09(a)(ii) shall be in an amount that would be permitted in applied pro rata to reduce the case amortization payments of an advance such Class of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such BorrowingLoans.

Optional Prepayments. The Each Borrower shall have may, upon notice by the right Borrowers’ Agent to the Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing, Loans in whole or in part, part without premium or penalty, subject to Section 2.03(c) and Section 2.07(c); provided that (1) such notice must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than 12:00 noon, 11:00 a.m. (iA) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, date of prepayment of Eurodollar Rate Loans and (iiB) in the case one (1) Business Day prior to any date of prepayment of Base Rate Loans; and (2) any prepayment of any Base Rate BorrowingLoans shall be in a minimum principal amount of $5,000,000, on or a whole multiple of $1,000,000 in excess thereof or, if less, the Business Day entire principal amount thereof then outstanding; provided, further, that no voluntary prepayment of such prepayment, Roll-Up Loans may be made until (1) all NM Loans and other Obligations existing in respect thereof have been paid in full in cash and the NM Commitments have terminated and (iii2) the DIP ABL Facility (including all letters of credit issued thereunder) has been terminated and all loans and other obligations existing thereunder have been paid in full in cash (or with respect to letters of credit thereunder, cash collateralized pursuant to the case terms of Swingline Borrowings, on the date of such prepaymentDIP ABL Credit Agreement). Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Class(es) and Type(s) of each Borrowing or portion thereof Loans and the order of Borrowing(s) to be prepaid. Upon The Administrative Agent will promptly notify each Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share pro rata share of any such prepayment. If The applicable Borrower shall make such notice is given, prepayment and the aggregate payment amount specified in such notice shall be due and payable on the date designated in specified therein; provided that a notice of prepayment of the Loans delivered by the Borrowers’ Agent may state that such notice, together with accrued interest to notice is conditional upon the effectiveness of another financing and such date on the amount so prepaid in accordance with Section 2.12(d); 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 notice may (subject to Section 2.18. Each partial prepayment of any Loan 3.05) be revoked by the Borrowers’ Agent (other than by written notice to the Administrative Agent a Swingline Loanreasonable time prior to the specified effective date) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5if such condition is not satisfied. Each prepayment of a Borrowing principal of, and interest on, Loans shall be applied ratably made in Dollars. In the case of each prepayment of the Loans pursuant to this Section 2.03(a), the Borrowers’ Agent may in its sole discretion, but subject to the Loans comprising limitations set forth above, select the Borrowing or Borrowings to be repaid, and such Borrowingpayment shall be paid to the Appropriate Lenders in accordance with their respective pro rata shares of such Borrowing or Borrowings.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. (x) not less than three (3) Business Days prior to any such prepaymentprepayment of Eurodollar Loans denominated in Dollars and (y) not less than four (4) Business Days prior to any date of prepayment of Eurodollar Loans denominated in the Alternative Currency, (ii) in the case of any prepayment of any Base Rate Borrowing, on the 11:00 a.m. not less than one (1) Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment prepayment, the Class of the Loans to be prepaid, the currencies of the Loans to be prepaid and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment may state that such notice is conditioned upon the closing of a Disposition or the incurrence of Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the date of such proposed prepayment) if such condition is not satisfied. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); 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 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 2.2 or in the case of a Swingline Loan pursuant to Section 2.52.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing, and in the case of a prepayment of a Term Loan Borrowing, to principal installments as directed by the Borrower.

Optional Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing, Term Loans and Revolving Credit Loans in whole or in part, part without premium or penalty, by giving irrevocable written penalty (except as set forth below); provided that (A) such notice (or telephonic notice promptly confirmed must be in writing) a form reasonably acceptable to the Administrative Agent no and be received by the Administrative Agent not later than 12:00 noon, 11:00 a.m. (i1) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case date of any prepayment of any Base Eurodollar Rate Borrowing, on the Business Day of such prepayment, Loans and (iii2) in the case of Swingline Borrowings, on the date of such prepaymentprepayment 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 be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Class(es) and Type(s) of each Borrowing or portion thereof Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Upon The Administrative Agent will promptly notify each Appropriate Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share 's ratable portion of any such prepaymentprepayment (based on such Lender's Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.53.05. Each prepayment of a Borrowing the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied ratably 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 comprising such Borrowingunder Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Incremental Facilities.

Optional Prepayments. The Borrower shall have Directly or indirectly, prepay (other than mandatory prepayments required under the right Prudential Agreement), purchase, redeem, retire (other than at scheduled maturity dates), defease or otherwise acquire, or make any time and from time optional payment on account of any principal of, interest on, or premium payable in connection with the optional prepayment, redemption or retirement of, any of its Indebtedness, or give a notice of redemption with respect to time to any such Indebtedness, or prepay any Borrowingaccounts payable other than in the ordinary course of business, or make any payment in whole or in partviolation of the subordination provisions of any Subordinated Debt, except that the following shall be permitted: (1) prepayments of the Obligations under this Agreement and the Notes, (2) prepayments of the Indebtedness and Capitalized Lease Obligations described on Schedule 5.12 hereof owed to City of Fayette, Alabama (with respect to the HUD UDAG loan of $353,077), Chase Home Mortgage Corporation (with respect to the Mortgage Note of $57,131 and Spartanburg County, South Carolina (with respect to the Industrial Revenue Bond of $270,000), (3) replacement of the Avondale Note and one of the Gintel Notes with promissory notes convertible into shares of common stock of the Borrower but which otherwise have substantially the same terms as the promissory notes being replaced (including, without premium or penaltylimitation, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) with the same principal, interest rate, scheduled principal payments, maturity date, on an unsecured basis and subject to the Administrative Agent no later than 12:00 noonterms of the Agreement) (the "Convertible Notes"), (i4) in conversion of the case Convertible Notes into, and the exercise of the Gintel Warrant for, shares of common stock of the Borrower pursuant to their terms, (5) prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepaymentSubordinated Debt but solely with, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in equal to, the case of an advance of a Revolving Borrowing proceeds received by the Borrower from the Rights Offering and (6) offset of the same Type pursuant to Section 2.3 or in Avondale Note and one of the case Gintel Notes against the obligations of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to Avondale and Gintel, respectively, under the Loans comprising such BorrowingStandby Agreement.

Optional Prepayments. The (i) Any Borrower shall have may, upon delivery of a Notice of Loan Prepayment from such Borrower to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing, Loans (other than Swing Line Loans) in whole or in part, part without premium or penalty; provided, in each case, that (x) such Notice of Loan Prepayment must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than (A) 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, not less than p.m. three (3) Business Days prior to any such prepaymentdate of prepayment of Eurocurrency Rate Loans denominated in Dollars, (iiB) 11:00 a.m. three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) 11:00 a.m. on the case date of prepayment of Base Rate Loans or LIBOR Daily Loans; (y) any prepayment of Eurocurrency Rate Loans or LIBOR Daily 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 BorrowingLoans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, on in each case, if less, the Business Day entire principal amount thereof then outstanding. Each such Notice of Loan Prepayment shall specify the date and amount of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof Loans to be prepaid. Upon receipt of any such notice, the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans and whether such prepayment is conditioned on any event. The Administrative Agent shall will promptly notify each affected applicable Lender of its receipt of each Notice of Loan Prepayment, and of the contents thereof and amount of such Lender’s Pro Rata Share Applicable Percentage of any such prepayment. If such notice Notice of Loan Prepayment is givengiven by a Borrower, such Borrower shall make such prepayment and the aggregate payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a Eurocurrency Rate Loan or LIBOR Daily Loan shall be accompanied by all accrued interest on the amount prepaid, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.183.05. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant Subject to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each 2.15, each such prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingof the applicable Lenders in accordance with their respective Applicable Percentages.

Optional Prepayments. The (i) Each Borrower shall have may, upon notice from the right Company to the Applicable Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing, Loans of a given Class in whole or in part, part without premium or penaltypenalty (except as provided in clause (E) below); provided that (A) such notice must be received by the Applicable Administrative Agent not later than 2:00 p.m. (1) three Business Days prior to any date of prepayment of SOFR Loans, by giving irrevocable written notice (2) four Business Days (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noonfive, (i) in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any Eurodollar Borrowing, not less than three date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies or SONIA Loans and (3) Business Days prior to on the date of prepayment of Base Rate Loans; (B) any such prepaymentprepayment of Eurocurrency Rate Loans, SONIA Loans or SOFR Loans shall be in a principal amount of $1,000,000 (ii) or the Dollar Equivalent thereof, in the case of any prepayment Alternative Currencies) or a whole multiple of any Base Rate Borrowing$1,000,000 (or the Dollar Equivalent thereof, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, Alternative Currencies) in excess thereof (or the entire principal amount thereof then outstanding); (C) 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 the entire principal amount thereof then outstanding); (D) any such notice may be conditioned on the date effectiveness of such prepaymentother financing arrangements or one or more other transactions; and (E) any voluntary prepayment of 2017 Refinancing Term B-1 Loans, 2017 Refinancing Term B-2 Loans, Term B-3 Loans, Term B-4 Loans, Term B-5 Loans, Term B-6 Loans and/or Term B-7 Loans shall be accompanied by an additional fee payment to the extent required pursuant to Section 2.09(b) or Section 2.09(d), as applicable. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment prepayment, the Facility under which such Loan was made (and the principal amount Class thereof) and the Type(s) and currencies of each Borrowing Loans to be prepaid and, if Eurocurrency Rate Loans or portion thereof SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Upon The Applicable Administrative Agent will promptly notify each Lender receiving a prepayment of the Applicable Administrative Agent’s receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share ratable portion of any such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is givengiven by the Company, the aggregate applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a Eurocurrency Rate Loan, a SONIA Loan or a SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.53.05. Each prepayment of the outstanding Term Loans of a Borrowing given Class pursuant to this Section 2.05(a) shall be applied ratably as directed by the Company and, if no direction is given, to the principal repayment installments of such Class of Term Loans comprising such Borrowingin direct order of maturity. Subject to Section 2.15, each prepayment of Loans shall be made to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (ii) [reserved].

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. (x) not less than three (3) Business Days prior to any such prepaymentprepayment of Eurodollar Loans denominated in Dollars and (y) not less than four (4) Business Days prior to any date of prepayment of Eurodollar Loans denominated in the Alternative Currency, (ii) in the case of any prepayment of any Base Rate Borrowing, on the 11:00 a.m. not less than one (1) Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment prepayment, the Class of the Loans to be prepaid, the currencies of the Loans to be prepaid and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment may state that such notice is conditioned upon the closing of a Disposition or the incurrence of Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the date of such proposed prepayment) if such condition is not satisfied. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); 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 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 2.2 or in the case of a Swingline Loan pursuant to Section 2.52.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing, and in the case of a prepayment of a Term Loan Borrowing or an Add-On Term Loan Borrowing, to principal installments of the Term Loans and Add-On Term Loans, on a pro rata basis, as directed by the Borrower.

Optional Prepayments. The Borrower Subject to the provisions of Section 3.1(e) -------------------- and this Section 3.13, the Borrowers shall have the right to prepay the Borrower Loans in whole or in part and to convert Borrower Loans of one Type into another Type, without premium or penalty, at any time and from time to time to prepay any Borrowingtime, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, provided that (i) at the time of the prepayment in full of all Working Capital Extensions of Credit, Equipment Line of Credit Loans or 1997 Equipment Line of Credit Loans, as the case of prepayment of any Eurodollar Borrowingmay be, not less than three (3) Business Days prior to any such prepayment, the Borrowers shall pay all interest accrued on the amount prepaid; (ii) the Borrowers shall give the Bank or Banks in question notice of such prepayment as provided in Section 3.6; (iii) the case LIBOR Loans may be converted into Prime Rate Loans only on the last day of an Interest Period thereof; and (iv) such Bank or Banks shall be paid, at the time of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice a LIBOR Loan that is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is being prepaid on a date other than the last day of an Interest Period applicable theretotherefor, the amount provided for in Section 3.11. Principal amounts repaid or prepaid under the Borrower shall also pay all amounts required pursuant Notes or under the Commitment may be reborrowed by the Borrowers subject to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted the terms hereof; provided, however, -------- ------- in the case of an advance the Working Capital Line of a Revolving Borrowing Credit Loans, that any funds repaid or prepaid on or after the earlier to occur of (a) the Working Capital Commitment Expiration Date or (b) the termination of the same Type Total Working Capital Line Commitment pursuant to Section 2.3 1.7 hereof, may not be reborrowed or readvanced thereafter, and provided, further, however, in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment the -------- ------- ------- Equipment Line of a Borrowing shall Credit Loans or the 1997 Equipment Line of Credit Loans, that any funds repaid or prepaid may not be applied ratably to the Loans comprising such Borrowingreborrowed or readvanced thereafter.

Optional Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay Term Loans of any Borrowing, Class and Revolving Credit Loans of any Class in whole or in part, part without premium or penalty, by giving irrevocable written penalty (except as set forth below); provided that (A) such notice (or telephonic notice promptly confirmed must be in writing) a form reasonably acceptable to the Administrative Agent no and be received by the Administrative Agent not later than 12:00 noon, 11:00 a.m. (i1) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case date of any prepayment of any Base Eurodollar Rate Borrowing, on the Business Day of such prepayment, Loans and (iii2) in the case of Swingline Borrowings, on the date of such prepaymentprepayment 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 be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Class(es) and Type(s) of each Borrowing or portion thereof Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Upon The Administrative Agent will promptly notify each Appropriate Lender of its receipt of any each such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share ratable portion of any such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.183.05. Each partial prepayment of any Loan (other than a Swingline Loanoutstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Incremental Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Incremental Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any First Amendment Effective Date Term Loans constituting Term B Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to First Amendment Effective Date Term Loans constituting Term B Loans, in each case prior to the six (6) month anniversary of the First Amendment Effective Date, the Borrower shall pay a premium in an amount that would be permitted equal to 1.00% of (A) in the case of an advance of a Revolving Borrowing clause (x), the amount of the same Type pursuant to Section 2.3 First Amendment Effective Date Loan constituting Term B Loans being prepaid or (B) in the case of a Swingline Loan pursuant clause (y), the aggregate amount of the applicable First Amendment Effective Date Term Loans constituting Term B Loans outstanding immediately prior to Section 2.5. Each prepayment of a Borrowing shall be applied ratably such amendment, in each case to the Loans comprising such BorrowingAdministrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (a) The Borrower shall have the right may at any time and from time to time to prepay any Borrowingthe Loans, in whole or in part, without premium or penaltypenalty (except, by giving with respect to optional prepayments of the Term Loans, as expressly set forth in Section 2.8(b)), upon irrevocable written notice (or telephonic notice promptly confirmed in writing) delivered to the Administrative Agent no later than 12:00 noon, (i) at least three Business Days prior thereto in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Loans and at least one Business Days Day prior to any such prepayment, (ii) thereto in the case of any prepayment of any Base Rate BorrowingABR Loans, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such which notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and whether the principal amount prepayment is of each Borrowing Eurodollar Loans or portion thereof 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 Borrower shall also pay any amounts owing pursuant to be prepaidSection 2.18. Upon receipt of any such notice, notice the Administrative Agent shall promptly notify each affected relevant Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day prepaid. Partial prepayments of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) Term Loans and Revolving Loans shall be in an aggregate principal amount that would be permitted in the case of an advance of $2,500,000 or a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing whole multiple thereof and shall be applied ratably as set forth in Sections 2.15(b) or (c), as the case may be. (b) Each optional prepayment of the Term Loans of any Term Lender during the period from the Closing Date to but excluding the Loans comprising first anniversary of the Closing Date shall be accompanied by payment of a 1% prepayment premium on the principal amount of such BorrowingTerm Lender’s Term Loan prepaid (unless such prepayment premium is waived by such Term Lender).

Optional Prepayments. The Borrower shall have Subject to Section 4.04, the right Borrowers may, at any time and or from time to time time, upon prior notice to the Agent, ratably prepay any Borrowing, Loans in whole or in part, without premium or penaltyin a minimum amount of One Million Dollars ($1,000,000), by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noonor, (i) in the case of Revolving Loans, any multiple of One Hundred Thousand Dollars ($100,000) in excess thereof, with respect to Offshore Rate Loans, or in a minimum amount of One Hundred Thousand Dollars ($100,000), or, in the case of Revolving Loans. any multiple of One Hundred Thousand Dollars ($100,000) in excess thereof, with respect to Base Rate Loans. Such notice of prepayment of any Eurodollar Borrowing, not less than shall be received by Agent by 11:00 a.m. (San Francisco time) at least three (3) Business Days prior to any such prepayment, (ii) in the case date of any prepayment with respect to Offshore Rate Loans and on the date of any prepayment with respect to Base Rate BorrowingLoans, on and shall specify the Business Day date and amount of such prepayment, whether such prepayment is of Revolving Loans or Term Loans, and whether such prepayment is of Base Rate Loans or Offshore Rate Loans, or any combination thereof. Such notice shall not thereafter be revocable by any Borrower and the Agent will promptly (iiibut in any event not later than 1:00 p.m. (San Francisco time) in the case of Swingline Borrowings, on the date of such prepayment. Each day on which such notice shall be irrevocable and shall specify is timely received by the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly Agent) notify each affected Lender of the contents Bank thereof and of such Lender’s Pro Rata Share Bank's Commitment Percentage of any such prepayment. If such notice is givengiven by any Borrower, the aggregate Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated specified therein, and (in such notice, the event Offshore Rate Loans are being prepaid) together with accrued interest to each such date on the amount so prepaid in accordance with Section 2.12(d); 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 and any amounts required pursuant to Section 2.184.04. Each partial prepayment Optional prepayments of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing Term Loans shall be applied ratably to the Loans comprising such Borrowingin inverse order of maturity.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing(a) Subject, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment Borrowing of any Base Rate BorrowingEuro-Dollar Loans to Section 2.12 and, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowingsany Borrowing of Tranche B Loans, on to Section 2.04(f), either Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Base Rate Loans or upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $5,000,000 (or, solely in the case of any Group of Loans which are Swing Loans, $1,000,000) or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of such prepayment. Each such notice optional prepayment shall be irrevocable and shall specify applied to prepay ratably the proposed date Loans of the several Lenders included in such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Group. (b) Upon receipt of any such noticea notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share 's ratable share of any such prepayment. If such notice is given, the aggregate amount specified in prepayment and such notice shall not thereafter be due and payable revocable by such Borrower. (c) Subject to Section 2.04(f), each prepayment of the Term Loans made by either Borrower pursuant to this Section 2.10 shall be allocated pro rata on the date designated in such notice, together with accrued interest to such date on basis of principal amount between the amount so prepaid in accordance with Section 2.12(d); 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 2.18. Each partial prepayment of any Loan then outstanding Tranche A Loans and Tranche B Loans. (other than a Swingline Loand) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing the Term Loans of either Class made by either Borrower pursuant to this Section shall be applied ratably as follows: first, to reduce the amount of the subsequent scheduled repayments of the Term Loans (if any) of such Class to be made within 180 days of the date such prepayment is made in forward order until such amount shall have been paid in full and thereafter to reduce the amount of subsequent scheduled repayments to the Term Loans comprising of such BorrowingClass in inverse order of maturity.

Optional Prepayments. (a) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium upon (i) at least three Business Days’ prior written or penalty, by giving irrevocable written fax notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (iby written or fax notice) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepaymentEurocurrency Loans, (ii) written or fax notice (or telephonic notice promptly confirmed by written or fax notice) on the same Business Day in respect of ABR Loans and (iii) at least one Business Day’s prior written or fax notice (or telephonic notice promptly confirmed by written or fax notice) in the case of any prepayment of any Base Rate BorrowingEBR Loans, in each case to the Applicable Administrative Agent before 12:00 (noon), Local Time, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d)relevant date; provided, however, 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 2.18. Each each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of is an advance of a Revolving Borrowing integral multiple of the same Type pursuant to Section 2.3 or in Borrowing Multiple and not less than the case Borrowing Minimum. (b) Optional prepayments of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing Term Loans shall be allocated among the Term B-1 Loans, the Term B-2 Loans and the Other Term Loans, if any, as determined by Holdings, and shall be applied ratably first, in chronological order to the installments of principal in respect of such Term Loans comprising scheduled to be paid within 12 months after such Borrowingoptional prepayment and second, pro rata against the remaining scheduled installments of principal due in respect of the such Term Loans. (c) Each notice of prepayment shall specify the prepayment date and the Class and principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the applicable Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.12 shall be subject to Section 2.16, but shall otherwise be without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans or EBR Revolving Loans that are not made in connection with the termination or permanent reduction of the U.S. Revolving Commitments or the European Revolving Commitments, respectively) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing(a) Subject, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment Borrowing of Euro-Dollar Loans to Section 2.12, the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Base Rate BorrowingLoans or upon at least three Euro-Dollar Business Days' notice to the Agent, on prepay any Group of Euro-Dollar Loans, in each case 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, by paying the Business Day of such prepaymentprincipal amount to be prepaid together with, and (iii) in the case of Swingline Borrowingsa prepayment of Euro-Dollar Loans, on accrued interest thereon to the date of such prepayment. Each such notice optional prepayment shall be irrevocable and shall specify applied to prepay ratably the proposed date Loans of the several Lenders included in such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Group. (b) Upon receipt of any such noticea notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share 's ratable share of any such prepayment. If such notice is given, the aggregate amount specified in prepayment and such notice shall not thereafter be due and payable on revocable by the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 2.18. Each partial prepayment of any Loan Borrower. (other than a Swingline Loanc) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing the Loans of either Class made by the Borrower pursuant to this Section shall be applied ratably as follows: first, to reduce the amount of the subsequent scheduled repayments of the Loans comprising (if any) of such BorrowingClass to be made within one year of the date such prepayment is made in forward order until such amount shall have been paid in full and thereafter pro rata among all subsequent scheduled repayments of the Loans of such Class.

Optional Prepayments. The (i) Subject to Sections 2.08(a)(ii) and 2.14, the Borrower shall have may, upon written notice (except that any such notice may be conditioned on the right 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 2.08(c), at any time and or from time to time to voluntarily prepay any Borrowing, Borrowing of any Class of Loans in whole or in part, part without premium or penalty, by giving irrevocable written notice ; provided that (or telephonic notice promptly confirmed in writingA) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day Eurocurrency Loans shall be in a principal amount of such prepayment, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (iiiB) 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 case of Swingline Borrowings, on the date of such prepaymententire principal amount thereof then outstanding. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount Class(es) and Type(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 Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share Applicable Percentage of any such prepayment. If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated 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 such notice, together with Control or any other event). Any prepayment of a Eurocurrency Loan shall be accompanied by all accrued interest to such date 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 prepaid 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 Section 2.12(d); 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 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingtheir respective Applicable Percentages.

Optional Prepayments. The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing, in whole or in part, part Committed Loans without premium or penalty; provided, that (i) such notice must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than 12:00 noon10:00 a.m., New York, New York time, (iA) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepaymentdate of prepayment of Eurodollar Rate Loans, and (B) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (ii) in the case of any prepayment of any Base Eurodollar Rate Borrowing, on the Business Day Loans shall be in a principal amount of such prepayment, $500,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the case a principal amount of Swingline Borrowings, on the date $500,000 or a whole multiple of such prepayment$500,000 in excess thereof. Each such notice shall be irrevocable and (x) shall specify the proposed date and amount of such prepayment and the principal amount Type(s) and Class(es) of Committed Loans to be prepaid and (y) may be revocable and condition such prepayment on the closing of a refinancing or transaction permitted hereunder, the proceeds of which shall be used to prepay the Committed Loans. The Administrative Agent will promptly notify each Lender of its receipt of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is givengiven by the Borrower, the aggregate Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 any additional amounts required pursuant to Section 2.183.05. Each partial prepayment of any Loan (other than a Swingline LoanPrepayments provided for in this Section 2.03(a) shall be applied as follows: (x) first, as a payment of all L/C Borrowings then outstanding, until paid in an amount that full, and (y) second, as the Borrower may direct (subject to clause (d) below). Unless a Default or Event of Default has occurred and is continuing or would be permitted in the case of an advance of arise as a Revolving Borrowing of the same Type pursuant to Section 2.3 result thereof, any payment or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing Committed Loans may be reborrowed by the 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 applied ratably deemed to the Loans comprising have specified such BorrowingClass to be a General Loan.

Optional Prepayments. The Borrower shall have the right at any time and from time to time time, without premium or penalty, to prepay any BorrowingIncremental Term Loans, in whole or in part, without premium or penalty, by giving with irrevocable prior written notice to Agent substantially in the form attached as Exhibit E (or telephonic notice promptly confirmed in writinga “Notice of Prepayment”) to the Administrative Agent no given not later than 12:00 noon, 11:00 a.m. (i) on the same Business Day as prepayment of each Base Rate Loan and (ii) (A) in the case of prepayment of any Eurodollar Borrowinga Term SOFR Loan, not less than at least three (3) RFR Business Days prior to any before prepayment of such prepaymentTerm SOFR Loan, (iiB) in the case of an RFR Loan denominated in any Alternative Currency, at least three (3) RFR Business Days before prepayment of any Base Rate Borrowing, on the Business Day of such prepaymentRFR Loan, and (iiiC) in the case of Swingline Borrowingsa Eurocurrency Rate Loan denominated in any Alternative Currency, on the date at least four (4) Eurocurrency Banking Days before prepayment of such prepaymentEurocurrency Rate Loan, in each case, specifying the date, currency and amount of prepayment and whether the prepayment is of Eurocurrency Rate Loans, Daily Simple RFR Loans, Term SOFR Loans, Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each and the Class(es) of the Incremental Term Loans to be repaid. Each such notice optional prepayment of the Incremental Term Loans hereunder shall be irrevocable and shall specify the proposed date of such prepayment and the in an aggregate principal amount of at least $1,000,000 or any whole multiple of $500,000 in excess thereof (or, in each Borrowing or portion case, if less, the entire principal amount thereof then outstanding) and shall be applied to the outstanding principal installments of the applicable Class(es) of Incremental Term Loan on a pro rata basis, including the bullet payment on the Maturity Date. Each repayment shall be accompanied by any amount required to be prepaidpaid pursuant to Section 2.19(e). Upon receipt A Notice of any such noticePrepayment received after 11:00 a.m. shall be deemed received on the next Business Day, the Administrative RFR Business Day or Eurocurrency Banking Day, as applicable. Agent shall promptly notify the applicable Lenders of each affected Lender Notice of Prepayment. Notwithstanding the foregoing, Borrower may rescind any notice of prepayment under this Section 2.4(a) if such prepayment would have resulted from a refinancing of the contents thereof and applicable Incremental Term Loans or the consummation of such Lender’s Pro Rata Share of any such prepayment. If such notice is givenother transactions, the aggregate amount specified in such notice which refinancing or other transactions shall not be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower consummated or shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall otherwise be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingdelayed.

Optional Prepayments. (a) The Borrower shall have may, upon Notice provided by the right Borrower to the Agent prior to 11:00 A.M. (Atlanta, Georgia time) on the Domestic Business Day of the prepayment of a Base Rate Borrowing, prepay any Base Rate Borrowing in whole at any time and time, or from time to time in part in amounts aggregating at least $1,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay any Borrowing, ratably the Base Rate Loans of the several Banks included in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing. (b) The Borrower may, upon Notice provided by the Borrower to the Agent prior to 11:00 A.M. (Atlanta, Georgia time) on the Euro-Dollar Business Day of such prepaymentthe prepayment of a Euro-Dollar Borrowing, and (iii) prepay any Euro-Dollar Borrowing in whole at any time, or from time to time in part in amounts aggregating at least $5,000,000 or any larger multiple of $1,000,000, by paying the case of Swingline Borrowings, on principal amount to be prepaid together with accrued interest thereon to the date of prepayment and any and all amounts as provided under Section 8.05 in connection with such prepayment. Each such notice optional prepayment shall be irrevocable and shall specify applied to prepay ratably the proposed date Euro-Dollar Loans of the several Banks included in such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Euro-Dollar Borrowing. (c) Upon receipt of any such noticea notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each affected Lender Bank of the contents thereof and of such Lender’s Pro Rata Share Bank's ratable share of any such prepayment. If such notice is given, the aggregate amount specified in prepayment and such notice shall not thereafter be due and payable on revocable by the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 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 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such BorrowingBorrower.