Common use of Optional Prepayments Clause in Contracts

Optional Prepayments. (a) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole at any time, or from time to time in part in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by the Borrower.

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

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon notice to the Administrative Agent, at any time, time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days’ prior to any date of prepayment of Eurocurrency Rate Loans denominated in amounts aggregating at least Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 500,000 or any larger integral a whole multiple of $100,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07(a) and (b) in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any lesser amount equal other Loan Document to the outstanding balance of such Advance)contrary, by paying in the principal amount to be prepaid together with accrued interest thereon event that, on or prior to the date first anniversary of prepaymentthe Closing Date, the Borrower (i) upon at least one (1) Domestic Business Day’s notice makes any prepayment of Term B Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent any Borrowing that is Agent, for the ratable account of each of the applicable Term B Lenders, a Base Rate Borrowing or Index Euro-Dollar Borrowing prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (ii) without effects any noticeamendment of this Agreement resulting in a Repricing Transaction, any Swing Borrowing. Each the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such optional amendment whose Term B Loans are required to be assigned pursuant to Section 3.07, a prepayment shall be applied (i) first premium equal to any Swing Advances outstanding, and 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) then applied to prepay ratably The Borrower may, upon notice to the Revolver Advances of Swing Line Lender (with a copy to the several Lenders outstanding 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 or prepayment amount specified in such notice shall be due and payable on the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advancesdate specified therein. (biii) Subject to any payments required pursuant Notwithstanding anything to the terms of Article VIII for such Tranche Euro-Dollar Borrowingcontrary contained in this Agreement, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or may rescind any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this under Section 2.10, the Administrative Agent shall promptly notify each Lender 2.05(a) if such prepayment would have resulted from a refinancing of all of the contents thereof and of such Lender’s ratable share of such prepayment and such noticeFacilities, once received by the Administrative Agent, which refinancing shall not thereafter be revocable by the Borrowerconsummated or shall otherwise be delayed.

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon notice to the Administrative Agent, at any time, time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in amounts aggregating at least a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any larger integral prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 (or any lesser in excess thereof or, in each case, if less, the entire principal amount equal to thereof then outstanding. Each such notice shall specify the outstanding balance date and amount of such Advance), by paying prepayment and the principal amount Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with accrued interest thereon any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the date 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, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (iagainst the scheduled repayments of such Term Loans under Section 2.07(a) first in direct order of maturity) and shall be paid to any Swing Advances outstandingthe 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) then applied to prepay ratably The Borrower may, upon notice to the Revolver Advances of Swing Line Lender (with a copy to the several Lenders outstanding 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 or prepayment amount specified in such notice shall be due and payable on the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advancesdate specified therein. (biii) Subject to any payments required pursuant Notwithstanding anything to the terms of Article VIII for such Tranche Euro-Dollar Borrowingcontrary contained in this Agreement, the Borrower may, upon at least three 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. (3iv) Domestic Business Day’s 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 written noticeto the six (6) month anniversary of the Second Amendment Effective Date, prepay the Borrower shall pay a premium in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser an amount equal to 1.00% of (A) in the outstanding balance case of such Advances) all or any portion clause (x), the amount of the principal Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of any Tranche Euro-Dollar Borrowing the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to the maturity thereofsuch amendment, by paying the principal amount in each case to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by for the Borrowerratable account of each of the applicable Term Lenders.

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon notice to the Administrative Agent, at any time, time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such AdvanceSection 2.05(a)(iii), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one ); provided that (1) Domestic Business Day’s such notice to must be received by the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or not later than 1:00 p.m., Local Time (iiA) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied three (i3) first Business Days prior to any Swing Advances outstanding, date of prepayment of Eurocurrency Rate Loans and (iiB) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to of Base Rate AdvancesLoans 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, (bin each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) secondand Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, to Index Euro-Dollar Advances; (c) lastlyand of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, to Tranche Euro-Dollar Advances. (b) Subject to the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any payments additional amounts required pursuant to Section 3.04. Each prepayment of the terms of Article VIII for such Tranche Euro-Dollar Borrowing, Loans pursuant to this Section 2.05(a) shall be applied as directed by the Borrower may, upon (it being understood and agreed that if the Borrower does not so direct at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance time of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereofprepayment, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances Term Loans on a pro rata basis across Classes and pro rata among Lenders within each Class in accordance with the respective outstanding principal amounts thereof (which prepayments shall be applied to against the scheduled repayments of Term Loans of the several relevant Class under Section 2.07 in direct order of maturity)) and shall be paid to the Appropriate Lenders included in such Tranche Euro-Dollar Borrowingaccordance with their respective Applicable Percentages. (cii) Upon receipt of a Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment pursuant 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 this Section 2.10the date that is six (6) months after the Closing Date, the Administrative Agent 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 promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by pay or cause to be paid to the Administrative Agent, shall not thereafter be revocable by for the Borrowerratable account of each of the applicable Term B Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the amount of the Term B Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Term B Loans outstanding immediately prior to such amendment.

Optional Prepayments. (a) The Borrower may Borrowers or CarrAmerica LP may, upon at least one Domestic Business Day's notice to the Lead Agent, prepay to the Lead Agent, for the account of the Banks, any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole at any time, or from time to time in part in amounts aggregating at least One Million Dollars ($1,000,000 1,000,000), or any larger an integral multiple of One Million Dollars ($100,000 (or any lesser amount equal to 1,000,000) in excess thereof or, if less, the outstanding balance of such Advance)principal balance, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Loans of the several Banks included in such Borrowing. Any notice of prepayment delivered pursuant to this Section 2.11(a) shall set forth the amount of such prepayment which is applicable to any Loan made for working capital purposes after such prepayment is made. (b) Except as provided in Section 8.2, a Borrower or CarrAmerica LP may not prepay all or any portion of the principal amount of any Euro-Dollar Advances of Loan prior to the several Lenders included in maturity thereof unless the applicable Borrower or CarrAmerica LP shall also pay any applicable expenses pursuant to Section 2.13. Any such Tranche prepayment shall be upon at least three (3) Euro-Dollar BorrowingBusiness Days' notice to the Lead Agent. Any notice of prepayment delivered pursuant to this Section 2.11(b) shall set forth the amount of such prepayment which is applicable to any Loan made for working capital purposes after such prepayment is made. Each such optional prepayment shall be in the amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans of the Banks included. (c) The Borrower may not prepay any Money Market Loan pursuant to this Section 2.11 except with the prior consent of the applicable Bank or Designated Lender, as the case may be. (d) A Borrower or CarrAmerica LP may, upon at least one (1) Domestic Business Day's notice to the Lead Agent (by 11:00 a.m New York time on such Domestic Business Day), reimburse the Lead Agent for the benefit of the Fronting Bank for the amount of any drawing under a Letter of Credit in whole or in part in any amount. (e) A Borrower or CarrAmerica LP may at any time return any undrawn Letters of Credit to the Fronting Bank in whole, but not in part, and the Fronting Bank shall give the Lead Agent and each of the Banks notice of such return. (f) Either Borrower may at any time and from time to time cancel all or any part of the Tranche A Commitments or Tranche B Commitments, as applicable, in amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof, by the delivery to the Lead Agent and the Banks of a notice of cancellation upon at least three (3) Domestic Business Days' notice to Lead Agent and the Banks, whereupon, in either event, all or such portion of the Tranche A Commitments or Tranche B Commitments, as applicable, shall terminate as to the Banks, pro rata on the date set forth in such notice of cancellation, and, if there are any Loans then outstanding in an aggregate amount which exceeds the aggregate Tranche A Commitments or Tranche B Commitments, as applicable (after giving effect to any such reduction), the applicable Borrower shall prepay to the Lead Agent, for the account of the Banks, as applicable, all or such portion of Loans outstanding on such date in accordance with the requirements of Sections 2.11(a) and (b). In no event shall either Borrower be permitted to cancel Commitments for which a Letter of Credit has been issued and is outstanding unless such Borrower returns (or causes to be returned) such Letter of Credit to the Fronting Bank. A Borrower shall be permitted to designate in its notice of cancellation which Loans, if any, are to be prepaid. (g) Upon receipt of a notice of prepayment or cancellation or a return of a Letter of Credit pursuant to this Section 2.10Section, the Administrative Lead Agent shall promptly promptly, and in any event within one (1) Domestic Business Day, notify each Lender Bank of the contents thereof and of such Lender’s Bank's ratable share (if any) of such prepayment or cancellation and such notice, once received by the Administrative Agent, notice shall not thereafter be revocable by the BorrowerBorrowers or CarrAmerica LP. (h) Any amounts so prepaid pursuant to this Section 2.11 may be reborrowed subject to the other terms of this Agreement. In the event either Borrower elects to cancel all or any portion of the Commitments pursuant to Section 2.11(e) hereof, such amounts may not be reborrowed.

Optional Prepayments. (a) The Borrower Borrowers may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole at any time, or time and from time to time prepay Revolving Credit Loans, USD Revolving Credit Loans, Japanese Yen Loans and Swingline Loans, in part whole or in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal part, with irrevocable prior written notice from the Company to the outstanding balance Administrative Agent substantially in the form of Exhibit D (a “Notice of Prepayment”) or telephonic notice (followed by prompt delivery of such Advance)Notice of Prepayment) given not later than 11:00 a.m. Charlotte time in the case of Base Rate Loans, by paying Swingline Loans and LIBOR Rate Loans denominated in Dollars or 5:00 p.m. London time in the principal amount case of LIBOR Rate Loans denominated in an Alternative Currency or 11:00 a.m. Tokyo time, in the case of Japanese Yen Loans, as applicable, (i) on the same Business Day as each repayment of a Base Rate Loan and each repayment of a Swingline Loan, (ii) on the Business Day prior to be prepaid together with accrued interest thereon to each repayment of a Japanese Yen Loan, (iii) on the third (3rd) Business Day before each repayment of a LIBOR Rate Loan denominated in Dollars and (iv) on the fourth (4th) Business Day before each repayment of a LIBOR Rate Loan denominated in an Alternative Currency, specifying (A) the date of prepayment, (iB) upon at least one the amount of prepayment, (1C) Domestic Business Day’s notice whether the prepayment is of Revolving Credit Loans, USD Revolving Credit Loans, Swingline Loans, Japanese Yen Loans, or a combination thereof, and, if of a combination thereof, the amount allocable to each, (D) the Administrative Agent any Borrowing that applicable Permitted Currency in which such prepayment is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstandingdenominated, and (iiE) then applied to prepay ratably to whether the Revolver Advances prepayment is of the several Lenders outstanding on the date of payment or prepayment LIBOR Rate Loans denominated in the following order or priority: (a) firstan Alternative Currency, to LIBOR Rate Loans denominated in Dollars, Base Rate AdvancesLoans, (b) secondJapanese Base Rate Loans or a combination thereof, to Index Euro-Dollar Advances; (c) lastlyand, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms if of Article VIII for such Tranche Euro-Dollar Borrowinga combination thereof, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal allocable to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIIIeach. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10such notice, the Administrative Agent shall promptly notify each Lender applicable Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date set forth in such notice. Partial prepayments shall be in an aggregate amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Base Rate Loans (other than Swingline Loans), $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans denominated in Dollars, $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans denominated in an Alternative Currency, $100,000 or a whole multiple of $100,000 in excess thereof with respect to Japanese Yen Loans, and $100,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after the contents thereof and of such Lender’s ratable share of applicable time stated above shall be deemed received on the next Business Day. Each such prepayment and such notice, once received shall be accompanied by the Administrative Agent, shall not thereafter any amount required to be revocable by the Borrowerpaid pursuant to Section 4.11 hereof.

Optional Prepayments. (a) The Borrower may Company may, subject to Section 7.11, at any time and from time to time, prepay any Base Rate Borrowing or Index Euro-Dollar BorrowingRevolving Credit Loans and, subject to the proviso hereto, Swing Line Loans borrowed by it which are then outstanding, in whole at any timeor in part, without premium or from time to time in part in amounts aggregating penalty, upon at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal three Working Days’ irrevocable notice to the outstanding balance Administrative Agent, in the case of Eurodollar Loans or Eurocurrency Loans, one Business Day’s irrevocable notice to the Administrative Agent, in the case of Alternate Base Rate Loans (other than Swing Line Loans) and irrevocable notice to the Administrative Agent (which notice must be received by the Administrative Agent prior to 1:00 P.M., New York City time) on the date of prepayment, in the case of Swing Line Loans, specifying (i) the date and amount of such Advance)prepayment, by paying (ii) the principal amount to be prepaid together with accrued interest thereon to the date of prepaymentprepaid, (iiii) upon at least one whether the prepayment is of Revolving Credit Loans or Swing Line Loans or a combination thereof, and, if of a combination thereof, the amount of prepayment allocable to each and (1iv) Domestic Business Day’s notice whether the prepayment is of Eurodollar Loans, Eurocurrency Loans or Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount of prepayment allocable to each (and, with respect to such Eurodollar Loans and Eurocurrency Loans, each Tranche thereof), provided, however, that the Company shall not prepay any Swing Line Loans on any day on which the Company has requested a borrowing thereof. Upon receipt of any such notice, the Administrative Agent will promptly notify each affected Lender thereof. If any Borrowing that such notice is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any noticegiven, any Swing Borrowing. Each the Company will make the prepayment specified therein, and such optional prepayment shall be applied (i) first to any Swing Advances outstanding, due and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding payable on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIIIspecified therein. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of partial prepayment pursuant to this Section 2.107.2(a) shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in the Administrative Agent case of Swing Line Loans, $500,000 or a whole multiple of $100,000 in excess thereof) and shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by the Borrowercomply with Section 7.7(g).

Optional Prepayments. (a) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole shall have the right at any time, or time and from time to time to prepay any Borrowing of any Class, in part whole or in amounts aggregating at least $1,000,000 part, without premium or any larger integral multiple of $100,000 penalty, by giving irrevocable (or any lesser amount equal except to the outstanding balance extent conditioned on a refinancing of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount Loans) written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) in the case of prepayment of any Tranche Euro-Dollar Borrowing Term SOFR Borrowing, 12:00 p.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the maturity thereofcase of any prepayment of any Base Rate Borrowing, by paying the principal amount to be prepaid together with accrued interest thereon 12:00 p.m. not less than one (1) Business Day prior to the date of prepayment such prepayment, and (iii) in the case of Swingline Borrowings, 12:00 p.m. on the date of such payments required pursuant to the terms of Article VIIIprepayment. Each such optional prepayment notice shall be applied irrevocable (except to prepay ratably the Tranche Euro-Dollar Advances extent conditioned on a refinancing of all or any portion of the several Lenders included Loans) and shall specify the proposed date of such prepayment, the Class(es) and Types of Loans to be prepaid and the principal amount of each Borrowing or portion thereof to be prepaid, which shall be in such Tranche Euro-Dollar Borrowing. minimum amounts of $100,000 and integral multiples of $100,000 (c) or in the aggregate principal amount of the Type of Loans that are prepaid). Upon receipt of a notice of prepayment pursuant to this Section 2.10any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender▇▇▇▇▇▇’s ratable share Pro Rata Share of any such prepayment 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, once received together with accrued interest to such date on the amount so prepaid in accordance with Section 2.13(d); provided, that if a Term SOFR Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.2 or in the case of a Swingline Loan pursuant to Section 2.4. Each prepayment of a Borrowing shall be applied to the aggregate principal outstanding amount of Revolving Borrowings at the discretion of the Borrower, and in the case of a prepayment of the Term Loans, to principal installments in the order determined by the Administrative AgentBorrower in its sole discretion (and absent such direction, shall not thereafter be revocable by the Borrowerin direct order of maturity).

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon written notice to the Administrative Agent by the Borrower, at any time, time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such AdvanceSection 2.03(e), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one ); provided that (1) Domestic Business Day’s such notice to must be received by the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or not later than 1:00 p.m., New York City time (iiA) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing Days prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such payments Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to the terms of Article VIIISection 3.04. Each prepayment of the Loans pursuant to this Section 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such optional prepayment, such prepayment shall be applied to prepay ratably against the Tranche Euro-Dollar Advances scheduled repayments of Term Loans of the several relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders included in such Tranche Euro-Dollar Borrowingaccordance with their respective Applicable Percentages. (cii) Upon receipt of a Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment pursuant to this under Section 2.10, the Administrative Agent shall promptly notify each Lender 2.03(a) if such prepayment would have resulted from a refinancing of the contents thereof and of such Lender’s ratable share of such prepayment and such noticeapplicable Facility, once received by the Administrative Agent, which refinancing shall not thereafter be revocable by the Borrowerconsummated or shall otherwise be delayed.

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole at any time, time or from time to time voluntarily prepay Loans in whole or in part in amounts aggregating at least $1,000,000 without premium or penalty on any larger integral multiple of $100,000 Interest Payment Date (or any lesser amount equal subject to Section 3.5(ii)); provided that the outstanding balance of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s Borrower shall deliver notice to the Administrative Agent (or, in the case of prepayment of a Revolving Loan, to the Revolving Loan Lender with a copy thereof to the Administrative Agent) of any Borrowing that is a prepayment hereunder, which notice must be received by the Administrative Agent or the Revolving Loan Lender, as the case may be (A) not later than 11:00 a.m. five (5) Business Days prior to any proposed date of prepayment of Term Loans or LIBOR Revolving Loans, and (B) not later than 11:00 a.m. on the proposed date of prepayment of Base Rate Borrowing Revolving Loans. Any prepayment shall (x) in the case of Term Loans, be in a principal amount of $1,000,000 or Index Euro-Dollar Borrowing a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding, and (y) in the case of Revolving Loans, be in a principal amount of $100,000 or a whole multiple of $50,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and shall specify (A) the date and amount of such prepayment, (B) whether the prepayment is of Term Loans or Revolving Loans or a combination thereof, and, if a combination thereof, the amount of prepayment allocable to each, and (C) with respect to prepayments of Revolving Loans, the amounts to be applied to each Revolving Loan outstanding. (ii) without Promptly following receipt of any such notice of voluntary prepayment, the Administrative Agent shall advise the applicable Lenders of the contents thereof. With respect to any proposed prepayment of Term Loans, the Required Class B Lenders may, not later than three (3) Business Days after the giving of such notice, any Swing Borrowing. Each elect by written notice to the Administrative Agent that such optional prepayment of Term Loans shall be applied in accordance with clause (B) of Section 2.8(b)(iii). (iii) Optional prepayments of the Term Loans made pursuant to this Section 2.8(b) shall be applied (iA) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably the 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 elect in accordance with Section 2.8(b)(ii), pro rata to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar AdvancesTerm Loans outstanding. (biv) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of Any prepayment pursuant to this Section 2.10, 2.8(b) applied to prepay the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter Revolving Loans may be revocable by the Borrowerreborrowed.

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon written notice to the Administrative Agent by the Borrower, at any time, time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such AdvanceSection 2.03(e), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one ); provided that (1) Domestic Business Day’s such notice to must be received by the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or not later than 1:00 p.m., New York City time (iiA) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic U.S. Government Securities Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing Days prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon any date of prepayment of SOFR Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of SOFR Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such payments Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a SOFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to the terms of Article VIIISection 3.04. Each prepayment of the Loans pursuant to this Section 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such optional prepayment, such prepayment shall be applied to prepay ratably against the Tranche Euro-Dollar Advances scheduled repayments of Term Loans of the several relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders included in such Tranche Euro-Dollar Borrowingaccordance with their respective Applicable Percentages. (cii) Upon receipt of a Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment pursuant to this under Section 2.10, the Administrative Agent shall promptly notify each Lender 2.03(a) if such prepayment would have resulted from a refinancing of the contents thereof and of such Lender’s ratable share of such prepayment and such noticeapplicable Facility, once received by the Administrative Agent, which refinancing shall not thereafter be revocable by the Borrowerconsummated or shall otherwise be delayed.

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon notice to the Administrative Agent, at any time, time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1) such notice must be in amounts aggregating at least a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days’ prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 500,000 or any larger integral a whole multiple of $100,000 in excess thereof; and (or 3) any lesser amount equal to the outstanding balance prepayment of such Advance), by paying the Base Rate Loans shall be in a principal amount to be prepaid together with accrued interest thereon to of $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowingentire principal amount thereof then outstanding. Each such optional notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07(a) and (ib) first in direct order of maturity) and shall be paid to any Swing Advances outstanding, and the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) then applied to prepay ratably The Borrower may, upon notice to the Revolver Advances of Swing Line Lender (with a copy to the several Lenders outstanding 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 or prepayment amount specified in such notice shall be due and payable on the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advancesdate specified therein. (biii) Subject to any payments required pursuant Notwithstanding anything to the terms of Article VIII for such Tranche Euro-Dollar Borrowingcontrary contained in this Agreement, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or may rescind any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this under Section 2.10, the Administrative Agent shall promptly notify each Lender 2.05(a) if such prepayment would have resulted from a refinancing of all of the contents thereof and of such Lender’s ratable share of such prepayment and such noticeFacilities, once received by the Administrative Agent, which refinancing shall not thereafter be revocable by the Borrowerconsummated or shall otherwise be delayed.

Optional Prepayments. (a) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole at any time, or time and from time to time prepay the Loans, in part whole or in amounts aggregating at least $1,000,000 part, without premium or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such Advance)penalty, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s irrevocable notice delivered to the Administrative Agent any Borrowing that is a at least three Business Days prior thereto in the case of Eurodollar Loans and at least one Business Day prior thereto in the case of Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any noticeLoans, any Swing Borrowing. Each such optional prepayment which notice shall be applied (i) first to any Swing Advances outstandingdesignate whether the Borrower is prepaying Revolving Credit 1 Loans, Revolving Credit 2 Loans, and/or Term Loans and (ii) then applied to prepay ratably to specify the Revolver Advances date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar BorrowingInterest Period applicable thereto, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum shall also pay any amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required owing pursuant to the terms of Article VIIISection 2.21. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a any such notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit 1 Loans or Revolving Credit 2 Loans (unless all Revolving Credit 1 Loans or Revolving Credit 2 Loans, as applicable, are being repaid and the contents thereof Revolving Credit 1 Commitments or Revolving Credit 2 Commitments, as applicable, terminated) that are Base Rate Loans and Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of such Lender’s ratable share of such prepayment Revolving Credit 1 Loans, Revolving Credit 2 Loans and such noticeTerm Loans, once received by the Administrative Agentin each case, shall not thereafter be revocable by the Borrowerin an aggregate principal amount of $5,000,000 or a whole multiple thereof. Partial prepayments of Swing Line Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

Optional Prepayments. (a) The Each Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole at any time, or time and from time to time prepay its Committed Rate Loans in part whole or in amounts aggregating at least $1,000,000 part, without premium or any larger integral multiple of $100,000 (or any lesser amount equal penalty, but subject to the outstanding balance provisions of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower maysubsection 2.14, upon at least three Working Days’ irrevocable notice (3) Domestic Business Day’s prior written noticeby 11:00 A.M. Local Time), prepay in minimum amounts the case of $1,000,000 with additional increments Eurocurrency Loans, or same day irrevocable notice in the case of $100,000 (or any lesser amount equal ABR Loans, in each case to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereofAdministrative Agent, by paying the principal amount to be prepaid together with accrued interest thereon to specifying the date and amount of prepayment and such payments required pursuant whether the prepayment is of its Eurocurrency Loans, ABR Loans, or a combination thereof, and if of a combination thereof, the amount of prepayment allocable to the terms of Article VIIIeach. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a such notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender Bank thereof. If such notice is given, the Borrower delivering such notice shall make such prepayment, and the payment of the contents amount specified in such notice shall be due and payable, on the date specified therein, together with accrued interest to such date on the amount prepaid and any amounts payable pursuant to subsections 2.14 and 2.15. Except as provided in the immediately following sentence, partial prepayments shall be in an aggregate principal amount of $5,000,000, or a whole multiple thereof and of such Lender’s ratable share of such prepayment and such notice, once received (or comparable amounts reasonably determined by the Administrative AgentAgent in the case of Foreign Currency Loans); provided, however, that after giving effect thereto, the aggregate principal amount of all Committed Rate Loans made on the same Borrowing Date shall not thereafter be revocable less than $25,000,000 (or comparable amounts reasonably determined by the BorrowerAdministrative Agent in the case of Foreign Currency Loans). Anything contained in this subsection 2.6 to the contrary notwithstanding, partial prepayments of a Cancelled Bank’s Loans in connection with the termination under subsection 2.13(a), (b) or (c), 2.16(c) or 2.17(b), or upon a Defaulting Bank becoming a Cancelled Bank, of such Cancelled Bank’s Commitment (in whole or in part) shall be in an amount equal to the principal amount of the Loans of such Bank being prepaid, notwithstanding the amount thereof, and shall be permitted notwithstanding the provisions of the foregoing proviso. The Company and the Capital Corporation may prepay Negotiated Rate Loans or Bid Loans on such terms as shall be mutually agreed upon between the relevant Borrower and the relevant Bank. (b) If, on any Calculation Date, the Total Extensions of Credit outstanding on such date exceed the Total Commitments, on such date, the Borrowers shall, without notice or demand, within five Business Days (i) repay Loans and reduce L/C Obligations in an aggregate principal amount such that, after giving effect thereto, the Total Extensions of Credit shall be equal to or less than the Total Commitments and (ii) pay interest and fees accrued to the date of such payment, prepayment or reduction on the principal so prepaid or reduced and any amounts payable under subsection 2.14 in connection therewith.

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon notice to the Administrative Agent, at any time, time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such AdvanceSection 2.05(a)(iii), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one ); provided that (1) Domestic Business Day’s such notice to must be received by the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or not later than 1:00 p.m., Local Time (iiA) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied three (i3) first Business Days prior to any Swing Advances outstanding, date of prepayment of Eurocurrency Rate Loans and (iiB) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to of Base Rate AdvancesLoans 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, (bin each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) secondand Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, to Index Euro-Dollar Advances; (c) lastlyand of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, to Tranche Euro-Dollar Advances. (b) Subject to the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any payments additional amounts required pursuant to Section 3.04. Each prepayment of the terms of Article VIII for such Tranche Euro-Dollar Borrowing, Loans pursuant to this Section 2.05(a) shall be applied as directed by the Borrower may, upon (it being understood and agreed that if the Borrower does not so direct at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance time of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereofprepayment, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances Term Loans on a pro rata basis across Classes and pro rata among Lenders within each Class in accordance with the respective outstanding principal amounts thereof (which prepayments shall be applied to against the scheduled repayments of Term Loans of the several relevant Class under Section 2.07 in direct order of maturity)) and shall be paid to the Appropriate Lenders included in such Tranche Euro-Dollar Borrowingaccordance with their respective Applicable Percentages. (cii) Upon receipt of a Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment pursuant 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 this Section 2.10the date that is six (6) months after the Term Loan Closing Date, the Administrative Agent 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 promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by pay or cause to be paid to the Administrative Agent, shall not thereafter be revocable by for the Borrowerratable account of each of the applicable Term B Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the amount of the Term B Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Term B Loans outstanding immediately prior to such amendment.

Optional Prepayments. (a) The Borrower Borrowers may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole at any time, or time and from time to time prepay the Loans, in part whole or in amounts aggregating at least $1,000,000 part, without premium or penalty, upon irrevocable notice (provided that any larger integral multiple such notice may be conditioned on the occurrence of $100,000 (a transaction or any lesser amount equal to the outstanding balance of other event and, if such Advance), by paying the principal amount to be prepaid together with accrued interest thereon condition is not satisfied on or prior to the date of such prepayment, (i) upon at least one (1) Domestic Business Day’s may be revoked by the Parent Borrower in a written notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (iiAgent) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably delivered to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: Administrative Agent (a) firstat least three Business Days prior thereto, to Base Rate Advancesin the case of Eurocurrency Loans denominated in Dollars, (b) secondat least five Business Days prior thereto, to Index Euro-Dollar Advances; in the case of Eurocurrency Loans denominated in any Optional Currency, and (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic one Business Day’s Day prior written noticethereto, prepay in minimum amounts the case of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereofABR Loans, by paying the principal amount to be prepaid together with accrued interest thereon to which notice shall specify the date and amount of prepayment and such payments required whether the prepayment is of Eurocurrency Loans or ABR Loans; provided that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the respective Borrower shall also pay any amounts owing pursuant to the terms of Article VIIISection 2.21. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a any such notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each relevant Lender thereof. Subject to the parenthetical contained in the preceding sentence, if any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. Amounts to be applied in connection with prepayments of Term Loans made pursuant to this Section 2.11 shall be applied to remaining installments of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received Term Loans as directed by the Administrative Agent, shall not thereafter be revocable by the Parent Borrower.

Optional Prepayments. (a) The Borrower may shall have the right to prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, Loans in whole at any time, or in part from time to time time; provided, however, that each partial prepayment of Revolving Loans shall be in part in amounts aggregating at least a minimum principal amount of $1,000,000 or any larger and integral multiple multiples of $100,000 in excess thereof, and each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give irrevocable notice of such prepayment in writing to the Administrative Agent (or which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) 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 lesser amount equal Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding balance Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such Advance)prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, by paying but otherwise without premium or penalty. Interest on the principal amount to prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid together with accrued or, at the request of the Administrative Agent, interest thereon to on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding Amounts prepaid on the date of payment or prepayment Revolving Loans and Swingline Loans may be reborrowed in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to accordance with the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowinghereof. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) The Borrower may shall have the right at any time and from time to time to prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole or in part, upon at any timeleast three Business Days’ prior written or fax notice (or telephonic notice promptly confirmed by written notice) in the case of Eurodollar Loans, or from time to time in part in amounts aggregating written or fax notice (or telephonic notice promptly confirmed by written notice) at least $1,000,000 or any larger one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), Local Time; provided, however, that (i) each partial prepayment of Loans denominated in Dollars shall be in an amount that is an integral multiple of $100,000 and not less than $500,000 and (ii) each partial prepayment of Loans denominated in Euros shall be in an amount that is an integral multiple of €100,000 and not less than €500,000. (b) Optional prepayments of Term Loans shall be allocated ratably between the Term Loans and the Other Term Loans, if any, and shall be applied first, in chronological order to the installments of principal in respect of the Term Loans and Other Term Loans scheduled to be paid within 12 months after such optional prepayment and second, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and Other Term Loans. (c) Each notice of prepayment shall specify the prepayment date and the principal amount and currency denomination of each Borrowing (or any lesser portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount equal stated therein on the date stated therein. All prepayments under this Section 2.12 shall be subject to the outstanding balance of such Advance), Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by paying accrued and unpaid interest on the principal amount to be prepaid together with accrued interest thereon to but excluding the date of prepaymentpayment; provided, (i) upon at least one (1) Domestic Business Day’s notice to however, that in the Administrative Agent any Borrowing case of a prepayment of an ABR Revolving Loan or a Swingline Loan that is not made in connection with a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances termination of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar BorrowingRevolving Credit Commitments, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of accrued and unpaid interest on the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied payable on the next scheduled Interest Payment Date with respect to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar BorrowingABR Revolving Loan or Swingline Loan. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) The Borrower may shall have the right at any time and from time to time to prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole or in part, upon at any timeleast three Business Days’ prior written or fax notice (or telephonic notice promptly confirmed by written notice) in the case of Eurodollar Loans, or from time to time in part in amounts aggregating written or fax notice (or telephonic notice promptly confirmed by written notice) at least $1,000,000 or any larger one Business Day prior to the date of prepayment in the case of 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 $100,000 and not less than $500,000. (b) Optional prepayments of Term Loans shall be allocated ratably between the Term Loans and the Other Term Loans, if any, and shall be applied first, in chronological order to the installments of principal in respect of the Term Loans and Other Term Loans scheduled to be paid within 12 months after such optional prepayment and second, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and Other Term Loans. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or any lesser portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount equal stated therein on the date stated therein. All prepayments under this Section 2.12 shall be subject to the outstanding balance of such Advance), Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by paying accrued and unpaid interest on the principal amount to be prepaid together with accrued interest thereon to but excluding the date of prepaymentpayment; provided, (i) upon at least one (1) Domestic Business Day’s notice to however, that in the Administrative Agent any Borrowing case of a prepayment of an ABR Revolving Loan or a Swingline Loan that is not made in connection with a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances termination of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar BorrowingRevolving Credit Commitments, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of accrued and unpaid interest on the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied payable on the next scheduled Interest Payment Date with respect to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar BorrowingABR Revolving Loan or Swingline Loan. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by the Borrower.

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon notice to the Administrative Agent, at any time, time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in amounts aggregating at least a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any larger integral prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 (or any lesser in excess thereof or, in each case, if less, the entire principal amount equal to thereof then outstanding. Each such notice shall specify the outstanding balance date and amount of such Advance), by paying prepayment and the principal amount Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with accrued interest thereon any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the date installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, (i) upon at least one on or prior to the first anniversary of the Closing Date, the Borrower (1a) Domestic Business Day’s notice makes any prepayment of Term B Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent 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 Borrowing that is amendment of this Agreement resulting in a Base Rate Borrowing or Index EuroRepricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-Dollar Borrowing consenting Term B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment or (ii) without on or prior to the six month anniversary of the Second Incremental Amendment Closing Date, the Borrower (a) makes any noticeprepayment 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 Swing Borrowing. Each 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 optional amendment whose Term B-2 Loans are required to be assigned pursuant to Section 10.13, a prepayment shall be applied (i) first premium equal to any Swing Advances outstanding, and 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) then applied to prepay ratably The Borrower may, upon notice to the Revolver Advances of Swing Line Lender (with a copy to the several Lenders outstanding 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 or prepayment amount specified in such notice shall be due and payable on the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advancesdate specified therein. (biii) Subject to any payments required pursuant Notwithstanding anything to the terms of Article VIII for such Tranche Euro-Dollar Borrowingcontrary contained in this Agreement, the Borrower may, upon at least three (3) Domestic Business Day’s prior written noticesubject to Section 3.05, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or rescind any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this under Section 2.10, the Administrative Agent shall promptly notify each Lender 2.05(a) if such prepayment would have resulted from a refinancing of all of the contents thereof Facilities and of such Lender’s ratable share of such prepayment and such noticeIncremental Facilities, once received by the Administrative Agent, which refinancing shall not thereafter be revocable by the Borrowerconsummated or shall otherwise be delayed.

Optional Prepayments. (ai) The Borrower may prepay may, upon notice to the Administrative Agent (including in any Base Rate Borrowing form on an electronic platform or Index Euro-Dollar Borrowingelectronic transmission system as shall be approved by the Administrative Agent), in whole at any time, time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days’ prior to any date of prepayment of Eurodollar Rate Loans, and (B) on the date of prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in amounts aggregating at least a principal amount of $1,000,000 500,000 or any larger integral a whole multiple of $100,000 in excess thereof; and (3) any prepayment of Base Rate Loans or any lesser amount equal to the outstanding balance of such Advance), by paying the LIBOR Daily Floating Rate Loans shall be in a principal amount to be prepaid together with accrued interest thereon to of $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowingentire principal amount thereof then outstanding. Each such optional notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid; provided that such prepayment and notice may be conditioned on the consummation of a financing or other transaction or any other event. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, unless such notice is conditional, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to ‎Section 3.05. Each prepayment of Term Loans pursuant to this ‎Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied (iagainst the scheduled repayments of Term Loans of the relevant class under Sections ‎2.07(a) first and ‎(b) in direct order of maturity) and shall be paid to any Swing Advances outstanding, and the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) then applied to prepay ratably Notwithstanding anything to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment contrary contained in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowingthis Agreement, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or may rescind any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender under ‎Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the contents thereof and of such Lender’s ratable share of such prepayment and such noticeFacilities, once received by the Administrative Agent, which refinancing shall not thereafter be revocable by the Borrowerconsummated or shall otherwise be delayed.

Optional Prepayments. (a) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole at any time, or from time to time in part in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar BorrowingSection 4.4, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal notice to the outstanding balance of Agent, at any time or from time to time voluntarily prepay Loans (other than Swing Line Loans) in whole or in part without premium or penalty; provided that such Advancesnotice must be received by the Agent not later than 1:00 p.m. (New York City time) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing (A) three Business Days prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment and such payments required pursuant to the terms of Article VIIIBase Rate Loans. Each such optional Such notice of prepayment shall be applied to prepay ratably irrevocable and specify the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof date and of such Lender’s ratable share amount of such prepayment and the Type(s) of Loans to be prepaid and whether the Loans to be prepaid are Acquisition Loans or Revolving Loans. The Agent will promptly notify each Bank of its receipt of any such notice, once and of such Bank’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with, in the case of Eurodollar Rate Loans, accrued interest to such date on the amount prepaid and any amounts required pursuant to Section 4.4; provided, that no amount of any optional prepayment under this Section 2.6(a) may be applied to the Revolving Loans unless and until all Specified Acquisition Loans have been paid in full. (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 Administrative AgentSwing Line Bank and the Agent not later than 1:00 p.m. (New York City time) on the date of the prepayment, and (ii) any such prepayment shall not thereafter be revocable in a minimum principal amount of $100,000. Each such notice shall be irrevocable and shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional Prepayments. The Issuer may, at its option, prepay the Notes in whole or in part on any Business Day; provided that (ai) The Borrower the Issuer shall have provided written notice of such prepayment to the Indenture Trustee, the Paying Agent, the Back-Up Manager and Servicer no later than five Business Days (or such shorter notice period as set forth in the Variable Funding Note Purchase Agreement for any Series of Variable Funding Notes) prior to the date of such prepayment and (ii) such prepayment is accompanied by all accrued and unpaid interest on the principal amount of such Notes being prepaid through the date of such prepayment (along with any applicable Prepayment Consideration); provided that optional partial prepayments (other than to the extent made with funds on deposit in the Cash Trap Reserve Account) (i) may prepay be directed by the Issuer to be applied solely to Notes of a particular Series and (ii) such optional partial prepayment will be applied to the Classes of such selected Series of Notes in direct order of alphanumerical designation, except that no prepayment is required to be applied to any Base Rate Borrowing Variable Funding Notes unless (x) the commitment with respect to such Notes is not revolving or Index Euro(y) such Notes are in a Post-Dollar BorrowingARD Period. On the date of any optional prepayment in connection with which Prepayment Consideration is payable, the Indenture Trustee or the Paying Agent, as applicable, in whole either case at the prior written direction of the Manager (or, at any timetime 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 from time liability for the failure or delay of any such optional prepayments due to time in part in amounts aggregating at least $1,000,000 (i) lack of compliance (other than, subject to timely receipt of any information or documents required for its compliance, by the Indenture Trustee or the Paying Agent, as applicable) with the applicable requirements of or any larger integral multiple other policies and procedures of $100,000 the Depositary or (ii) any other act or any lesser omission of the Depositary. In connection with each disposition of a Fiber Network Asset pursuant to Section 7.29, if and to the extent required thereunder, the Issuer shall prepay the Notes in an amount equal to the outstanding balance applicable Release Price for the related Fiber Network Assets pursuant to clause (v) of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to the date Priority of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstandingPayments, and (ii) then applied pay all amounts necessary to prepay ratably to satisfy the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar AdvancesDisposition Conditions. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by the Borrower.

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole shall have the right at any time, or time and from time to time to prepay the Loans in part whole or in amounts aggregating at least $1,000,000 part, without premium or any larger integral multiple penalty, subject to prior notice in accordance with clause (a)(ii) of $100,000 (or any lesser amount this Section; provided that if a Demand Failure Event has occurred such prepayment shall be accompanied by a premium equal to the outstanding balance Make-Whole Amount. (ii) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy or transmission by electronic communication in accordance with Section 9.01(b)) of any prepayment hereunder not later than 2:00 p.m., New York City time, three (3) Business Days before the date of prepayment. Each such Advance), by paying notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan or portion thereof to be prepaid together prepaid; provided that any notice of prepayment in connection with accrued interest thereon a refinancing of the Loans may be conditioned upon consummation of any proposed financing transaction in connection therewith. Each prepayment of Loans pursuant to this Section 2.10(a) shall be applied ratably to the Loans; provided that, at the Arrangers’ option (notified in writing to the Administrative Agent prior to the date of such prepayment), (i) upon at least one (1any prepayment of Loans pursuant to this Section 2.10(a) Domestic Business Day’s notice to with the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment proceeds of borrowings under the Senior Secured Credit Agreement shall be applied (ix) first first, to any Swing Advances outstandingrepayment of the Bridge B Loans until all outstanding Bridge B Loans have been paid in full and (y) thereafter, to repayment of the Bridge A Loans and (ii) then to the extent any prepayment of Loans is to occur from the proceeds of debt securities or other Indebtedness of the Borrower or any of its Subsidiaries and a Lender or Participant has purchased such debt securities or other Indebtedness, an amount of up to the amount of such proceeds attributable to the amount of debt securities or other Indebtedness purchased by such Lender or Participant may first be directed solely to the Loans of such Lender or the Loans that are subject to a participation by such Participant prior to being applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIIIother Loans. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment Prepayments pursuant to this Section 2.10, 2.10(a) shall be accompanied by (i) accrued interest to the Administrative Agent shall promptly notify each Lender of the contents thereof extent required by Section 2.12 and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by the Borrower(ii) break funding payments pursuant to Section 2.15.

Optional Prepayments. (a) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, upon notice to the Administrative Agent substantially in whole the form of Exhibit F hereto, at any time, time or from time to time voluntarily prepay Loans in whole or in part in amounts aggregating at least $1,000,000 without premium or any larger integral multiple of $100,000 penalty; provided that (i) such notice must specify the Class or any lesser amount equal to the outstanding balance of such Advance), by paying the principal amount Classes thereof to be prepaid together with accrued interest thereon to and the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to respective principal amounts thereof and must be received by the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or not later than 11:00 a.m. (iiA) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first three Business Days prior to any Swing Advances outstandingdate of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five Business Days, in the case of prepayment of Committed Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (iiC) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic one Business Day’s Day prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment of Base Rate Loans; and such payments required pursuant to (ii) any prepayment of Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the terms of Article VIIIentire principal amount thereof then outstanding. Each such optional notice shall specify the date and amount of such prepayment shall and the Type(s) of Loans to be applied prepaid and, if Eurocurrency Rate Loans are to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10be prepaid, the Interest Period(s) of such Loans. The Administrative Agent shall will promptly notify each applicable Lender of its receipt of each such notice, and of the contents thereof and amount of such Lender’s ratable share portion of such prepayment (based on such Lender’s Applicable Percentage of the relevant Class). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such noticenotice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, once received together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Class of Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower in the notice of repayment delivered to the Administrative Agent, shall not thereafter be revocable by and in the absence of such direction from the Borrower, in the direct order of maturity thereof. Each prepayment of any Class of Term Loans pursuant to this Section 2.05(a) shall be paid to the Term Lenders in accordance with the Term Lenders’ respective Applicable Percentages of the relevant Classes.

Optional Prepayments. (a) The Borrower may may, upon at least one (1) Business Day’s notice to the Administrative Agent (which shall promptly notify each of the Banks), prepay any Group of Loans which are Base Rate Borrowing or Index Euro-Dollar BorrowingLoans, in whole at any time, or from time to time in part in amounts aggregating at least One Million Dollars ($1,000,000 1,000,000) or any larger integral multiple of One Hundred Thousand Dollars ($100,000 (or any lesser amount equal to the outstanding balance of such Advance100,000), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIIIprepaid. Each such optional prepayment shall be applied to prepay ratably the Tranche Loans of the several Banks included in such Group of Loans or Borrowing. (b) The Borrower may, upon at least one (1) Euro-Dollar Advances Business Day’s notice to the Administrative Agent (which shall promptly notify each of the several Lenders included in such Tranche Banks), prepay any Euro-Dollar BorrowingLoan as of the last day of the Interest Period applicable thereto. Except as provided in Article VIII and except with respect to any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or 8.4 hereof, the Borrower may not prepay all or any portion of the principal amount of any Euro-Dollar Loan prior to the end of the Interest Period applicable thereto unless the Borrower shall also pay any applicable expenses pursuant to Section 2.13. Any such prepayment shall be upon at least three (3) Euro-Dollar Business Days’ notice to the Administrative Agent. Each such optional prepayment shall be in the amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans of the Banks included in any Group of Loans which are Euro-Dollar Loans, except that any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or 8.4 hereof may be prepaid without ratable payment of the other Loans in such Group of Loans which have not been so converted. (c) Upon receipt of a notice of prepayment Any amounts so prepaid pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall 2.11 (a) or (b) may not thereafter be revocable by the Borrowerreborrowed.

Optional Prepayments. (a) The Borrower may prepay Subject, in the case of any Base Rate Borrowing or Index of Euro-Dollar BorrowingLoans to Section 2.12 and, in the case of any Borrowing of Tranche B Loans, to Section 2.04(f), either Borrower may, upon at least one Domestic Business Day's notice to the 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 at least $1,000,000 5,000,000 (or, solely in the case of any Group of Loans which are Swing Loans, $1,000,000) or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such Advance)1,000,000, by paying the principal amount to be prepaid together with with, in the case of a prepayment of Euro-Dollar Loans, accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances Loans of the several Lenders included in such Tranche Euro-Dollar BorrowingGroup. (cb) Upon receipt of a notice of prepayment pursuant to this Section 2.10Section, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s 's ratable share of such prepayment and such notice, once received by the Administrative Agent, notice shall not thereafter be revocable by the 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 basis of principal amount between the then outstanding Tranche A Loans and Tranche B Loans. (d) Each prepayment of the Term Loans of either Class made by either Borrower pursuant to this Section shall be applied as follows: first, to reduce the amount of the 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 of such Class in inverse order of maturity.

Optional Prepayments. (a) The Borrower Subject to Sections 4.11 and 4.17, the Borrowers may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole at any time, or time and from time to time prepay the Loans under any Facility, as elected by the applicable Borrower(s), in part 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 aggregating at least 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 larger integral multiple of $100,000 (or any lesser amount equal Facility pursuant to this Section 4.1 shall be applied on a pro rata basis to the outstanding balance 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 AdvanceFacility. (i) Notwithstanding anything to the contrary in Section 4.1(a) (which provisions shall not be applicable to this Section 4.1(b)), by paying the principal amount Borrowers shall have the right at any time and from time to be prepaid together with accrued interest thereon time to prepay Term Loans under any Facility from Lenders electing to participate in such prepayments at a discount to the date par value of prepaymentsuch Loans and on a non-pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 4.1(b); provided that (A) no Discounted Voluntary Prepayment shall be made unless (A) immediately after giving effect to such Discounted Voluntary Prepayment, (i) upon at least one no Default or Event of Default has occurred and is continuing, (ii) the U.S. Borrower is in pro forma compliance with the covenant set forth in Section 8.1, as of the most recently completed period for which the financial statements required by Section 7.1(a) and (b) were required to be delivered and (iii) the Available Liquidity shall be no less than (x) $75,000,000, if the Discounted Voluntary Prepayment is scheduled during the months of March, April and May of any given year, (y) $250,000,000, if the Discounted Voluntary Prepayment is scheduled during the months of August, September, October and November of any given year, and (z) $150,000,000, if the Discounted Voluntary Prepayment is scheduled during any other month of any given year, each on a Pro Forma Basis immediately after giving effect to such Discounted Voluntary Prepayment (assuming maximum participation therein), (B) any Discounted Voluntary Prepayment shall be offered to all Lenders with Term Loans under the applicable Facility on a pro rata basis and (C) the Borrowers shall deliver to the Administrative Agent a certificate of the Chief Financial Officer of the U.S. Borrower stating (1) Domestic Business Day’s that no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment), (2) that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 4.1(b) has been satisfied and (3) the aggregate principal amount of Term Loans so prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrowers seeks to make a Discounted Voluntary Prepayment, the Borrowers will provide written notice to the Administrative Agent any Borrowing substantially in the form of Exhibit Q hereto (each, a “Discounted Prepayment Option Notice”) that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied the Borrowers desire to prepay ratably Term Loans under a specified Facility in each case in an aggregate principal amount specified therein by the Borrowers (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the Revolver Advances par value of such Term Loans as specified below. The Proposed Discounted Prepayment Amount of Term Loans shall not be less than $25,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the several Lenders outstanding on the date of payment or prepayment in the following order or priorityproposed Discounted Voluntary Prepayment: (aA) first, to Base Rate Advancesthe Proposed Discounted Prepayment Amount for Term Loans, (bB) second, a discount range (which may be a single percentage) selected by the U.S. Borrower with respect to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount proposed Discounted Voluntary Prepayment equal to the outstanding balance a percentage of such Advances) all or any portion par of the principal amount of any Tranche Euro-Dollar Borrowing prior Term Loans (the “Discount Range”) and (C) the date by which Lenders are required to the maturity thereof, by paying the principal amount indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be prepaid together with accrued interest thereon to at least five Business Days following the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably Discounted Prepayment Option Notice (the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing“Acceptance Date”). (ciii) Upon receipt of a notice of prepayment pursuant to this Discounted Prepayment Option Notice in accordance with Section 2.104.1(b)(ii), the Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each Lender under the applicable Facility may specify by written notice substantially in the form of Exhibit R hereto (each, a “Lender Participation Notice”) to the Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a prepayment price of 80% of the 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’s ratable share 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 prepayment 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 such notice, once 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 Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrowers shall prepay all Qualifying Loans. (v) Each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 4.16), upon irrevocable notice substantially in the form of Exhibit S hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 P.M. New York City time, three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to, but not including, such date on the amount prepaid. (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 4.1(b)(iii) above) established by the Administrative Agent in consultation with the Borrowers. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, upon written notice to the Administrative Agent, (A) the Borrowers may withdraw their offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) any Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice. (viii) To the extent the Term Loans under any Facility are prepaid pursuant to this Section 4.1(b), scheduled amortization amounts for the Term Loans under such Facility pursuant to Section 2.3 shall not thereafter be revocable reduced on a pro rata basis by the Borrowerprincipal amount of the Term Loans so prepaid.

Optional Prepayments. (a) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole at any time, or from time to time in part in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) Other than prepaying Swing Line Loans (which shall be governed by clause (ii) below), at its option the Borrower may, upon at least one (1) Domestic Business Day’s notice to the 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 Borrowing that is in part, without premium or penalty (except, in the case of LIBOR Loans, as set forth in Section 2.13), in a minimum principal amount of (A) $500,000 and integral multiples of $100,000 in excess thereof for Base Rate Borrowing Loans and (B) $1,000,000 and integral multiples of $100,000 in excess thereof for LIBOR Loans, or Index Euro-Dollar Borrowing in whole. 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. If no Default has occurred and is continuing, all prepayments under this Section 2.06(b) which are applied to reduce the principal amount of the Loans shall be applied to the Loans as directed by the Borrower. If the Borrower fails to direct the application of any such principal prepayments or if a Default has occurred and is continuing, such principal prepayments shall be applied first to the Swing Line Loans until paid in full, second to the Revolving Loans until paid in full and finally to Cash Collateralize the Obligations in an amount equal to the Effective Amount of the L/C Obligations and shall in each case, to the extent possible, be first applied to prepay Base Rate Loans and then if any funds remain, to prepay LIBOR Loans. (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar BorrowingAt its option, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal notice to the outstanding balance of 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 Advances) all or any portion 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 minimum principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII$100,000. Each such optional prepayment notice shall be applied to prepay ratably specify the Tranche Euro-Dollar Advances date and amount of such prepayment. If such notice is given by the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10Borrower, the Administrative Agent Borrower shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of make such prepayment and the payment amount specified in such notice, once received by notice shall be due and payable on the Administrative Agent, shall not thereafter be revocable by the Borrowerdate specified therein.

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon notice to the Administrative Agent, at any time, time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such AdvanceSection 2.05(a)(iii), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one ); provided that (1) Domestic Business Day’s such notice to must be received by the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or not later than 1:00 p.m., Local Time (iiA) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied three (i3) first Business Days prior to any Swing Advances outstanding, date of prepayment of Eurocurrency Rate Loans or Term SOFR Loans and (iiB) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to of Base Rate AdvancesLoans 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, (bin each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) secondand Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, to Index Euro-Dollar Advances; (c) lastlyand of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, to Tranche Euro-Dollar Advances. (b) Subject to the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan, Alternative Currency Term Rate Loan or Term SOFR Loan shall be accompanied by all accrued interest thereon, together with any payments additional amounts required pursuant to Section 3.04. Each prepayment of the terms of Article VIII for such Tranche Euro-Dollar Borrowing, Loans pursuant to this Section 2.05(a) shall be applied as directed by the Borrower may, upon (it being understood and agreed that if the Borrower does not so direct at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance time of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereofprepayment, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances Term Loans on a pro rata basis across Classes and pro rata among Lenders within each Class in accordance with the respective outstanding principal amounts thereof (which prepayments shall be applied to against the scheduled repayments of Term Loans of the several relevant Class under Section 2.07 in direct order of maturity)) and shall be paid to the Appropriate Lenders included in such Tranche Euro-Dollar Borrowingaccordance with their respective Applicable Percentages. (cii) Upon receipt of a Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment pursuant 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 this Section 2.10the date that is six (6) months after the Term Loan Closing Date, the Administrative Agent 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 promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by pay or cause to be paid to the Administrative Agent, for the ratable account of each of the applicable 2018 Term B Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the amount of the 2018 Term B Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable 2018 Term B Loans outstanding immediately prior to such 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 Repricing Event, the Borrower shall not thereafter pay or cause to be revocable by paid to the BorrowerAdministrative Agent, for the ratable account of each of the applicable 2023 Term B Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the amount of the 2023 Term B Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable 2023 Term B Loans outstanding immediately prior to such amendment. (v) In the event that, on or prior to the date that is six (6) months after the Fifth Amendment Closing Date, the Borrower (i) makes any prepayment of 2024 Term B Loans in connection with any Repricing Event or (ii) effects any amendment of this Agreement resulting in a Repricing Event, the Borrower shall pay or cause to be paid to the Administrative Agent, for the ratable account of each of the applicable 2024 Term B Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the amount of the 2024 Term B Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable 2024 Term B Loans outstanding immediately prior to such amendment.

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon notice to the Administrative Agent, at any time, time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in amounts aggregating at least a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any larger integral prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 (or any lesser in excess thereof or, in each case, if less, the entire principal amount equal to thereof then outstanding. Each such notice shall specify the outstanding balance date and amount of such Advance), by paying prepayment and the principal amount Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with accrued interest thereon any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the date installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, (i) upon at least one on or prior to the first anniversary of the Closing Date, the Borrower (1a) Domestic Business Day’s notice makes any prepayment of Term B Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent 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 Borrowing that is amendment of this Agreement resulting in a Base Rate Borrowing or Index EuroRepricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-Dollar Borrowing consenting Term B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment or (ii) without on or prior to the six month anniversary of the Second Incremental Amendment Closing Date, the Borrower (a) makes any noticeprepayment 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 Swing Borrowing. Each 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 optional amendment whose Term B-2 Loans are required to be assigned pursuant to Section 10.13, a prepayment shall be applied (i) first premium equal to any Swing Advances outstanding, and 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) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar AdvancesIntentionally Left Blank. (biii) Subject to any payments required pursuant Notwithstanding anything to the terms of Article VIII for such Tranche Euro-Dollar Borrowingcontrary contained in this Agreement, the Borrower may, upon at least three (3) Domestic Business Day’s prior written noticesubject to Section 3.05, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or rescind any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this under Section 2.10, the Administrative Agent shall promptly notify each Lender 2.05(a) if such prepayment would have resulted from a refinancing of all of the contents thereof Facilities and of such Lender’s ratable share of such prepayment and such noticeIncremental Facilities, once received by the Administrative Agent, which refinancing shall not thereafter be revocable by the Borrowerconsummated or shall otherwise be delayed.

Optional Prepayments. (a) The Each Borrower may may, upon at least two Business Days’ notice to Administrative Agent, prepay any Base Rate Borrowing or Index Euro-Dollar BorrowingLoans made to such Borrower, in whole at any time, or from time to time in part part, in amounts aggregating for all Base Rate Loans of such Borrower being prepaid at least $the same time JPY 1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such Advance)more, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances Loans of the several Lenders included in such Tranche Euro-Dollar 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) Upon receipt Any Borrower may at any time return any undrawn Letter of Credit issued for the account of such Borrower to the Fronting Lender in whole, but not in part, and the Fronting Lender within a reasonable period of time shall give Administrative Agent and each of the Lenders notice 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 Administrative Agent of a notice of prepayment pursuant 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 this Section 2.10which the Commitments with respect thereto are being canceled, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the upon at least four Business Days’ notice to Administrative Agent, whereupon, in either event, all or such portion of the Commitments, as applicable, shall terminate as to the applicable Lenders, pro rata on the date set forth in such notice of cancellation, and, if there are any Loans then outstanding, the applicable Borrowers shall prepay all or such 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 permitted to designate in its notice of cancellation which Loans, if any, are to be prepaid. (e) Any amounts so prepaid pursuant to Section 2.9(a) or (b) may be reborrowed. In the event Prologis elects to cancel all or any portion of the Commitments pursuant to Section 2.9(d) hereof, such amounts may not thereafter be revocable by the Borrowerreborrowed.

Optional Prepayments. (a) The Each Borrower may shall have the right at any time and from time to time to prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole at any timeor in part, without premium or from time to time in part in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 penalty, by giving irrevocable written notice (or any lesser amount equal telephonic notice promptly confirmed in writing) to the outstanding balance Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, 12:00 noon (Atlanta, Georgia time) not less than three (3) Business Days prior to any such Advance)prepayment, by paying (ii) in the principal amount to be prepaid together with accrued interest thereon case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of such prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (iiiii) then applied in the case of Swingline Borrowings, prior to prepay ratably to the Revolver Advances of the several Lenders outstanding 12:00 noon (Atlanta, Georgia time) on the date of payment or prepayment in such prepayment. Each such notice shall be irrevocable and shall specify the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance proposed date of such Advances) all or any portion of prepayment and the principal amount of any Tranche Euro-Dollar each Borrowing prior to the maturity thereof, by paying the principal amount or portion thereof to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIIIprepaid. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s ratable share Pro Rata Share of any such prepayment 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, once received by together with accrued interest to such date on the Administrative Agentamount so prepaid in accordance with Section 2.12(e); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrowers jointly and severally shall not thereafter also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Revolving Loan shall be revocable by in a minimum amount of $1,000,000 and integral multiples of $100,000; each partial prepayment of any Swingline Loan shall have no minimum. Each prepayment of a Borrowing shall be applied ratably to the BorrowerLoans comprising such Borrowing.

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon notice to the Administrative Agent, at any time, time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days’ prior to any date of prepayment of Eurodollar Rate Loans, and (B) on the date of prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in amounts aggregating at least a principal amount of $1,000,000 500,000 or any larger integral 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 specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid; provided that such prepayment and notice may be conditioned on the consummation of a financing or other transaction or any lesser other event. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount equal of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, unless such notice is conditional, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the outstanding balance 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 Advance)prepayment, by paying such prepayment shall be applied against the principal amount scheduled repayments of Term Loans of the relevant class under Section 2.07(a) and (b) in direct order of maturity) and shall be paid to be prepaid together the Appropriate Lenders in accordance with accrued interest thereon 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 of prepaymentis six (6) months after the Closing Date, the Borrowers (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent make any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing prepayment of Term B Loans in connection with any Repricing Event or (ii) without effects any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances amendment of the several Lenders outstanding on the date of payment or prepayment this Agreement resulting in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowinga Repricing Event, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal Borrowers shall pay to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B Loans outstanding immediately prior to such amendment. (ii) 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 thereafter be revocable by the Borrowerconsummated or shall otherwise be delayed.

Optional Prepayments. (a) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole at any time, or time and from time to time prepay the Loans, in part whole or in amounts aggregating at least $1,000,000 part, without premium (except as set forth in Section 2.11(h)) or any larger integral multiple of $100,000 (or any lesser amount equal penalty, upon irrevocable notice delivered to the outstanding balance Administrative Agent no later than 2:00 P.M., New York City time, (i) three Business Days prior thereto, in the case of such AdvanceEurodollar Loans denominated in Dollars and (ii) four Business Days prior thereto in the case of Eurodollar Loans denominated in Alternative Currencies (other than Dollars), by paying and no later than 2:00 P.M., New York City time, one Business Day prior thereto, in the principal case of ABR Loans, which notice shall specify the date and amount of prepayment, the installment or installments of the respective Classes of the Loans to be prepaid together with accrued interest thereon repaid and whether the prepayment is of Eurodollar Loans or ABR Loans (it being understood that the Borrower may elect to prepay one Class of Term Loans without prepaying another); provided that in the case of Swingline Loans notice may be given no later than 2:00 P.M. New York City time on the date of prepayment; and provided, (i) upon at least one (1) Domestic Business Day’s notice to further, that if a Eurodollar Loan is prepaid on any day other than the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances last day of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar BorrowingInterest Period applicable thereto, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum shall also pay any amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required owing pursuant to the terms of Article VIIISection 2.20. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a any such notice of prepayment pursuant to this Section 2.10, 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 ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of a Class of Term Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Revolving Loans denominated in an Alternative Currency (other than Dollars) shall be in an aggregate principal amount of the contents thereof and Alternative Currency Equivalent of such Lender’s ratable share $1,000,000 or a whole multiple thereof. Partial prepayments of such prepayment and such notice, once received by the Administrative Agent, Revolving Loans denominated in Dollars shall not thereafter be revocable by the Borrowerin an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

Optional Prepayments. (ai) The Any Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon notice from such Borrower to the Administrative Agent, at any time, time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided, in amounts aggregating at least each case, that (x) such notice must be received by the Administrative Agent not later than (A) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) 11:00 a.m. four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) 11:00 a.m. on the date of prepayment of Base Rate Loans; (y) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (z) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or any larger integral a whole multiple of $100,000 (or any lesser in excess thereof or, in each case, if less, the entire principal amount equal to thereof then outstanding. Each such notice shall specify the outstanding balance date and amount of such Advance)prepayment, by paying the principal amount Loans to be prepaid, and the Type(s) of Loans to be prepaid together with accrued interest thereon and, if Eurocurrency Rate Loans are to be prepaid, the date Interest Period(s) of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the such Loans. The Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any will promptly notify each applicable Lender of its receipt of each such notice, any Swing Borrowingand of the amount of such Lender’s Applicable Percentage of such prepayment. Each If such optional notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be applied (i) first to any Swing Advances outstanding, due and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding payable on the date specified therein. Any prepayment of payment or prepayment in a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the following order or priority: (a) firstamount prepaid, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to together with any payments additional amounts required pursuant to the terms of Article VIII for Section 3.05. Subject to Section 2.15, each such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances Loans of the several applicable Lenders included in such Tranche Euro-Dollar Borrowingaccordance with their respective Applicable Percentages. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) The Borrower may Company may, upon not less than thirty and not more than forty-five days’ notice to Administrative Agent in the form of a Prepayment Notice, prepay on any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole at any time, or from time to time in part in amounts aggregating at least $1,000,000 Quarterly Payment Date all or any larger integral multiple part of $100,000 (the Notes, without premium or any lesser amount equal to the outstanding balance penalty, at 100% of such Advance), by paying the principal amount so prepaid, provided that any partial payment on the Notes must not be less than $2,500,000 in the aggregate for all Notes then outstanding. Each prepayment of principal under this section shall be accompanied by all interest then accrued and unpaid on the principal so prepaid. In the case of each partial prepayment of the Notes, the principal amount of the Notes to be prepaid together with accrued interest thereon shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the date of respective unpaid principal amounts thereof not theretofore called for prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required In the case of each prepayment of Notes pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowingthis Section 2.9, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount each Note to be prepaid shall mature and become due and payable on the Quarterly Payment Date fixed for such prepayment, together with interest on such principal amount accrued to such date. From and after such date, unless Company shall fail to pay such principal amount when so due and payable, together with the interest, as aforesaid, interest thereon on such principal amount shall cease to the date of prepayment and such payments required pursuant to the terms of Article VIIIaccrue. Each such optional prepayment Any Note paid or prepaid in full shall be applied surrendered to prepay ratably the Tranche Euro-Dollar Advances Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of the several Lenders included in such Tranche Euro-Dollar Borrowingany prepaid principal amount of any Note. (c) Upon receipt of a notice of prepayment Any principal prepaid pursuant to this Section 2.102.9 shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the Administrative Agent shall promptly notify each Lender of Note Documents at the contents thereof and time of such Lender’s ratable share prepayment. Any such prepayments hereof shall be applied first, to accrued but unpaid interest on the Notes, and second, to outstanding principal on the Notes until paid in full. No prepayment on the Notes shall, until the Notes have been paid in full, have the effect of such prepayment and such notice, once received by reducing the Administrative Agent, shall not thereafter be revocable by the Borrowermandatory prepayments required under Section 2.8.

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar BorrowingBorrowers may, in whole upon notice to the Administrative Agent, at any time, time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days (or four (4) Business Days in amounts aggregating at least the case of Loans denominated in Euro) prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (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 any larger integral a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof on a pro rata basis between the Dollar Term B-1 Loans, the Euro Term B-1 Loans and the Term B-2 Loans as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of Term Loans pursuant to this Section 2.05(a) may be 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 lesser 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 clause (i), a prepayment premium of 1.0% of the amount of the Term B-2 Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B-2 Loans outstanding balance of immediately prior to such Advance), by paying the principal amount to be prepaid together with accrued interest thereon amendment; (2) on or prior to the date first anniversary of prepaymentthe Closing Date, (i) upon at least one (1the Borrowers make any prepayment of Term B-1 Loans pursuant to this Section 2.05(a) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing Section 2.05(b)(iii), or (ii) without any noticeTerm B-1 Loans are assigned pursuant to Section 3.07 in connection with an amendment to this Section 2.05(a) or the definition of the Make-Whole Premium, any Swing Borrowing. Each such optional the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-1 Lenders, a prepayment shall be applied 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) first to make any Swing Advances outstanding, and prepayment of Term B-1 Loans in connection with any Repricing Transaction or (ii) then applied effect any amendment of this Agreement resulting in a Repricing Transaction with respect to prepay ratably Term B-1 Loans, the Borrowers shall pay to the Revolver Advances Administrative Agent, for the ratable account of each of the several Lenders 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 and the payment or prepayment amount specified in such notice shall be due and payable on the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advancesdate specified therein. (biv) Subject to any payments required pursuant Notwithstanding anything to the terms of Article VIII for such Tranche Euro-Dollar Borrowingcontrary contained in this Agreement, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or Borrowers may rescind any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this under Section 2.10, the Administrative Agent shall promptly notify each Lender 2.05(a) if such prepayment would have resulted from a refinancing of all of the contents thereof and of such Lender’s ratable share of such prepayment and such noticeFacilities, once received by the Administrative Agent, which refinancing shall not thereafter be revocable by the Borrowerconsummated or shall otherwise be delayed.

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole shall have the right at any time, or time and from time to time to prepay any Borrowing of any Class in part whole or in amounts aggregating at least $1,000,000 part, without premium (except as set forth in Section 2.11(d)) or penalty, subject to prior notice in accordance with paragraph (a)(ii) of this Section. (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy or transmission by electronic communication in accordance with Section 9.01(b)) of any larger integral multiple prepayment hereunder (x) in the case of $100,000 prepayment of a Eurodollar Borrowing, not later than 12:00 noon three (or any lesser amount equal to the outstanding balance of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to 3) Business Days before the date of prepayment, (iy) upon at least one (1) Domestic Business Day’s notice to in the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any noticecase of prepayment of an ABR Borrowing, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding not later than 12:00 noon on the date of payment prepayment or prepayment (z) in the following order or priority: (a) firstcase of prepayment of a Swingline Loan, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to not later than 12:00 noon on the terms date of Article VIII for prepayment. Each such Tranche Euro-Dollar Borrowingnotice shall be irrevocable and shall specify the prepayment date, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts Class or Classes of $1,000,000 with additional increments of $100,000 (or any lesser amount equal Loans to the outstanding balance of such Advances) all or any portion of be repaid and the principal amount of any Tranche Euro-Dollar each Borrowing prior to the maturity thereof, by paying the principal amount or portion thereof to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of prepaid; provided that, if a notice of prepayment pursuant is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to this Section 2.10a Borrowing, the Administrative Agent shall promptly notify each Lender advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of Term Loans pursuant to this Section 2.10(a) shall be applied to repayments thereof and of such Lender’s ratable share of such prepayment and such notice, once received by required pursuant to Section 2.09(b) in the Administrative Agent, shall not thereafter be revocable order selected by the Borrower. Each prepayment of a Borrowing shall be applied ratably to the Loans included 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. (a) The Borrower Company may, upon notice to the Administrative Agent by 10:00 a.m., New York City time, at least one Domestic Business Day (or such shorter time as the Administrative Agent may agree in its sole discretion) prior to the date of prepayment, without premium or penalty, prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, made to the Company in whole at any time, or from time to time in part in amounts aggregating at least $1,000,000 5,000,000 or any larger integral multiple of $100,000 1,000,000 (or any lesser such other amount equal to that represents the outstanding balance total amount of such AdvanceBase 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, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent by 10:00 a.m., New York City time, at least three Domestic Business Days prior to the date of prepayment, without premium or penalty (but including any Borrowing that is a Base Rate Borrowing or Index amounts owed pursuant to Section 2.14), prepay any Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably made to the Revolver Advances 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 several Lenders outstanding on the date total amount of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereofBorrowings outstanding), by paying the principal amount to be prepaid together with (x) accrued interest thereon to the date of prepayment and such payments required (y) all losses and expenses (if any) relating thereto which are (i) determined pursuant to Section 2.14 and (ii) notified to the terms Company by the relevant Bank at least one Domestic Business Day prior to the date of Article VIII. 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 optional prepayment pursuant to this Section 2.12 shall be applied to prepay ratably the Tranche Euro-Dollar Advances Term Loan of the several Lenders Banks included in such Tranche Euro-Dollar Borrowing. (c) the relevant Borrowing being prepaid. Upon receipt of a notice of prepayment pursuant to this Section 2.102.12, the Administrative Agent shall promptly notify each Lender Bank of the contents thereof and of such LenderBank’s ratable share (if any) of such prepayment and such notice, once received by the Administrative Agent, notice shall not thereafter be revocable by the BorrowerCompany; provided, that any such notice may be conditioned upon the occurrence of one or more events (including the effectiveness of new credit facilities) and may be revoked by the Company upon the non-occurrence of such event by written notice to the Administrative Agent prior to the date specified for such prepayment.

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole Borrowers shall have the right at any time, or time and from time to time to prepay any Borrowing at par in part whole or in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal part, subject to the outstanding balance requirements of such Advancethis Section. Subject to Section 2.19, prior to any optional prepayment of Borrowings pursuant to this Section 2.09(a)(i), by paying the principal amount Company shall select the Borrowing or Borrowings (including the Class) to be prepaid together with accrued interest thereon 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 date of contrary in Section 2.09(a)(i), so long as no Default has occurred and is continuing, and after giving effect to such prepayment, (ix) upon 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 least one a discount to the par value thereof (1or 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”) Domestic Business Day’s by providing written notice to the Administrative Agent any Borrowing substantially in the form of Exhibit H hereto that such Borrower is offering to prepay such Term Loans at a Base Rate Borrowing discount to par (or Index Euro-Dollar Borrowing or such other price as shall be established) (ii) without any such notice, any Swing Borrowing. Each an “Offered Range Prepayment Option Notice”) and specifying the Class or Classes of Term Loans to which such optional offer is being made, the aggregate amount of consideration to be utilized for such prepayment shall (such amount, to be applied 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 (i) first to any Swing Advances outstandingthe “Proposed Range”), and (ii) then applied specifying the date upon which the Lenders are required to prepay ratably indicate their election with respect to the Revolver Advances of the several Lenders outstanding on prepayment (such date, to be no less than five Business Days after the date of payment or prepayment in upon which the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant applicable Borrower provides the Offered Range Prepayment Option Notice to the terms of Article VIII for such Tranche Euro-Dollar BorrowingAdministrative Agent, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to “Acceptance Date”). Upon receiving the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10Offered Range Prepayment Option Notice, the Administrative Agent shall promptly notify each the applicable Lenders thereof, and any Lender wishing to have its Term Loans of the contents thereof 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’s ratable share 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 prepayment 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 such notice, once 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, shall not thereafter be revocable Agent by the BorrowerAcceptance Date shall be deemed to have declined to accept an Offered Range Voluntary Prepayment of any of its Term Loans of the applicable Class at any price within the Proposed Range. The applicable Borrower shall make an Offered Range Voluntary Prepayment by prepaying those Term Loans (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Purchase Price that is equal to or less than the Applicable Purchase Price (“Qualifying Loans”) at the Applicable Purchase Price; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Offered Range Prepayment Amount, such amounts in each case calculated at the Applicable Purchase Price, such Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Offered Range Prepayment Amount, such amounts in each case calculated at the Applicable Purchase Price, the applicable Borrower shall prepay all Qualifying Loans. Each Offered Range Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Purchase Price and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 2.14), upon irrevocable notice substantially in the form of Exhibit J hereto (each an “Offered Range 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 Offered Range Voluntary Prepayment, which notice shall specify the date and amount of the Offered Range Voluntary Prepayment and the Applicable Purchase Price determined by the Administrative Agent. Upon receipt of any Offered Range Voluntary Prepayment Notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any Offered Range Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Purchase Price for the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Any prepayment of principal pursuant to this Section 2.09(a)(ii) shall be applied pro rata to reduce the amortization payments of such Class of Loans.

Optional Prepayments. (a) The Borrower may may, upon at least one (1) Business Day’s notice to the Administrative Agent and the Multicurrency Agent, prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, Borrowing in whole at any time, or from time to time in part in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Subject to Section 2.12(f), each such optional prepayment in Dollars shall be applied to first to any Swing Advances outstanding and then to prepay ratably (i) based upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Applicable Outstanding Dollar Percentage of the several Lenders included in such Base Rate Borrowing or Index Euro-Dollar Borrowing or Borrowing) the Base Rate Advances and Index Euro-Dollar Advances, as the case may be, (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (ax) first, to Base Rate Advances, Advances and (by) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Eurocurrency Borrowing, the Borrower may, upon with respect to Eurocurrency Advances denominated in an Agreed Foreign Currency, at least three (3) Domestic Business Day’s prior written notice, prepay in minimum Dollar Equivalent amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Eurocurrency Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each Subject to Section 2.12(f), each prepayment in an Agreed Foreign Currency (including as a result of the Borrower’s receipt of proceeds from a prepayment event in such optional prepayment Agreed Foreign Currency) shall be applied to prepay ratably among the Tranche Euro-Dollar Advances of the several Multicurrency Lenders included in such Tranche Euro-Dollar Borrowingaccordance with their Applicable Multicurrency Percentages. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Applicable Agent shall promptly notify each Lender of the Class of Advances being prepaid the contents thereof of such notice and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent and the Multicurrency Agent, shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar BorrowingSubject to Section 3.04, in whole the Company may, at any time, time or from time to time prepay Loans it designates in part whole or in amounts aggregating part. All Loans within a given Tranche must be ratably prepaid. The Company shall deliver by Requisite Notice a notice of any prepayment hereunder which must be received by the Administrative Agent not later than 9:00 a.m. (San Francisco time) at least (a) three Business Days prior to the date of prepayment in the case of prepayment of any Eurodollar Rate Loans; and (b) one Business Day prior to the date of prepayment in the case of prepayment of any Base Rate Loans, specifying: (i) the amount of the prepayment, which shall be in an aggregate minimum principal amount of $1,000,000 5,000,000 or any larger integral multiple of $100,000 1,000,000 in excess thereof; (or any lesser amount equal to the outstanding balance of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to ii) the date of prepayment, (iiii) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that whether such prepayment is a of Base Rate Borrowing Loans or Index Euro-Dollar Borrowing Eurodollar Rate Loans, or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, combination thereof and (iiiv) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of under which such prepayment and such notice, once received by the Administrative Agent, is being made. Such notice shall not thereafter be revocable by the BorrowerCompany and the Administrative Agent will promptly notify each Lender under the affected Tranche and of such Lender's ratable share of such prepayment. If such notice is given, the Company shall make such prepayment on the date specified in such notice, together with, in the case of a prepayment of Eurodollar Rate Loans, accrued interest to each such date on the amount prepaid and the amounts required pursuant to Section 3.04. Any prepayments of Term Loans under any Tranche shall be applied ratably to all Term Loans outstanding under that Tranche and to the remaining unpaid installments of all Term Loans under such Tranche.

Optional Prepayments. (ai) The Borrower may shall have the right at any time and from time to time, without premium or penalty (subject to Section 4.4(a)(ii)), to prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingthe Term Loans, in whole or in part, upon delivery to the Administrative Agent of a Notice of Prepayment not later than 12:00 p.m. (i) on the same Business Day as the prepayment of a Base Rate Loan and (ii) at least three RFR Business Days before the prepayment of a Term SOFR Loan, specifying the date and amount of repayment, whether the repayment is of Term SOFR Loans or Base Rate Loans or a combination thereof, and if a combination thereof, the amount allocable to each and the applicable Class of Term Loans being prepaid. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date 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 may be revoked or modified by Borrower (by notice to Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Each optional prepayment of any time, or from time to time Class of Term Loans hereunder shall be in part in amounts aggregating an aggregate principal amount of at least $1,000,000 or any larger integral whole multiple of $100,000 (or any lesser amount equal 500,000 in excess thereof and shall be applied to the outstanding balance principal installments of any Incremental Term Loans as directed by the Borrower, provided that in the absence of such Advance)direction, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to outstanding principal installments in direct order of maturity. Each repayment shall be accompanied by any Swing Advances outstanding, and (ii) then applied amount required to prepay ratably be paid pursuant to the Revolver Advances Section 5.9 hereof. A Notice of the several Lenders outstanding Prepayment received after 12:00 p.m. shall be deemed received on the date next Business Day or RFR Business Day, as applicable. The Administrative Agent shall promptly notify the applicable Term Loan Lenders of payment or prepayment in each Notice of Prepayment. Notwithstanding the following order or priority: (a) first, to Base Rate Advancesforegoing, (bx) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms Notice of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay Prepayment delivered in minimum amounts connection with any refinancing of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the 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 any Tranche Euro-Dollar Borrowing prior to the maturity thereofFirst Amendment Incremental Term Loans so prepaid, by paying in the case of a transaction described in clause (a) of this paragraph, or 1.0% of the aggregate principal amount to be prepaid together of First Amendment Incremental Term Loans affected by such amendment, amendment and restatement or other modification (including any such Loans assigned in connection with accrued interest thereon to the date replacement of prepayment and such payments required pursuant to a First Amendment Incremental Term Lender not consenting thereto), in the terms case of Article VIIIa transaction described in clause (b) of this paragraph. Each such optional prepayment Such fee shall be applied paid by the Borrower to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by for the Borroweraccount of the First Amendment Incremental Term Lenders in respect of the First Amendment Incremental Term Loans on the date of such prepayment.

Optional Prepayments. (a) The Borrower may Borrowers shall have the right at any time and from time to time to prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole or in part, upon at any timeleast three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or from time to time in part in amounts aggregating written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least $1,000,000 or any larger one Business Day prior to the date of prepayment in the case of 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 $100,000 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 two Repayment Dates for Term Loans of such Class next following the date of such 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 notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or any lesser portion thereof) to be prepaid, shall be irrevocable (provided that the occurrence of such prepayment may be conditioned upon the completion of replacement financing), shall commit the applicable Borrower to prepay such Borrowing by the amount equal stated therein on the date stated therein and shall be substantially in the form of Exhibit F or such other form as shall be acceptable to the outstanding balance of such Advance)Administrative Agent. All prepayments under this Section shall be subject to Section 2.16, but otherwise shall be without premium or penalty, and shall be accompanied by paying accrued and unpaid interest on the principal amount to be prepaid together with accrued interest thereon to but excluding the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advancespayment. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole at any time, or time and from time to time prepay Revolving Credit Loans and Swingline Loans, in part whole or in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such Advance)part, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s irrevocable prior written notice to the Administrative Agent any Borrowing that is substantially in the form attached as Exhibit D (a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii“Notice of Prepayment”) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied given not later than 2:00 p.m. (i) first to any Swing Advances outstanding, on the same Business Day as each Base Rate Loan and each Swingline Loan and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written noticeDays before each LIBOR Rate Loan, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to specifying the date and amount of prepayment and such payments required pursuant whether the prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline Loans or a combination thereof, and, if of a combination thereof, the amount allocable to the terms of Article VIIIeach. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10such notice, the Administrative Agent shall promptly notify each Revolving Credit Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date set forth in such notice. Partial prepayments shall be in an aggregate amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Base Rate Loans (other than Swingline Loans), $10,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans and $1,000,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 2:00 p.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 4.9 hereof, if such amount is known on the date of prepayment, or if such amount is not then known, the Borrower shall pay such amount within five (5) Business Days after the Borrower receives notice from the relevant Lender of such amount. Notwithstanding the contents thereof and foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all of the Credit Facility with the proceeds of such Lender’s ratable share refinancing or of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such prepayment refinancing or incurrence and such notice, once received may be revoked by the Administrative Agent, Borrower in the event such refinancing is not consummated (provided that the failure of such contingency shall not thereafter be revocable by relieve the BorrowerBorrower from its obligations in respect thereof under Section 4.9).

Optional Prepayments. (a) The Borrower may Company shall have, and is hereby granted, the option to prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingthe unpaid principal amount hereunder in whole, in whole together with interest thereon to the date of redemption of the Bonds, at any timetime by taking, or from time causing the Issuer to time 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 part in amounts aggregating at least $1,000,000 Section 2.18(b) of the Indenture. (b) The Company shall have, and is hereby granted, the option to prepay all or any larger integral multiple portion of $100,000 (or any lesser amount equal the unpaid balance hereunder, together with interest thereon to the date of redemption of the Bonds, at any time by taking, or causing the Issuer to take, the actions required by the Indenture (i) to discharge the lien thereof through the redemption, or provision for payment of redemption of all Bonds then outstanding balance or (ii) to effect the 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 Bonds are to be redeemed from such Advance)prepayment, by paying and (ii) the principal amount to be prepaid together with accrued interest thereon to and the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice or dates on which the prepayment is to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowingoccur. Each All such optional prepayment prepayments shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to in the Revolver Advances amount of the several Lenders outstanding unpaid amount hereunder if made pursuant to Section 11.1(a) or in the amount of an Authorized Denomination if made pursuant to Section 11.1(b) and the Company shall furnish additional funds, if necessary, to make such prepayments in such amounts. In addition, the Company shall make such additional payments as shall be necessary to pay any redemption premium on the date of payment or prepayment Bonds in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advancesconnection with such redemption. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) The Except as provided in Section 4.4(c), the applicable Borrower may shall have the right at any time and from time to time, without premium or penalty, to prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingof the Term Loans, in whole at any timeor in part, or from time to time in part in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal upon delivery to the outstanding balance Administrative Agent of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to the date a Notice of prepayment, Prepayment not later than 11:00 a.m. (i) upon on the same Business Day as each Base Rate Loan, (ii) at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Day before each Canadian Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, Loan and (iiiii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written noticeDays before each LIBOR RateSOFR Loan or CDOR Rate Loan, prepay as applicable, specifying the date and amount of repayment, whether the repayment is of LIBOR RateSOFR Loans, CDOR Rate Loans, Base Rate Loans or Canadian Base Rate Loans or a combination thereof, and if a combination thereof, the amount allocable to each and whether the repayment is of the Initial Term Loan, an Incremental Term Loan or a combination thereof, and if a combination thereof, the amount allocable to each. Each optional prepayment of the Term Loans hereunder shall be in minimum amounts an aggregate principal amount of at least $5,000,000 (or C$5,000,000) or any whole multiple of $1,000,000 with additional increments of $100,000 (or any lesser amount equal C$1,000,000) in excess thereof and shall be applied, on a pro rata basis, to the outstanding balance of such Advances) all or any portion principal installments of the principal Term Loans being so repaid as directed by the applicable Borrowers (or, if not so directed, in direct order of maturity). Each repayment shall be accompanied by any amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount required to be prepaid together with accrued interest thereon to the date of prepayment and such payments required paid pursuant to the terms Section 5.9 hereof. A Notice of Article VIII. Each such optional prepayment Prepayment received after 11:00 a.m. shall be applied to prepay ratably deemed received on the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the next Business Day. The Administrative Agent shall promptly notify the applicable Term Loan Lenders of each Lender Notice of Prepayment. Notwithstanding the foregoing, any Notice of Prepayment delivered in connection with any refinancing of all of the contents thereof and Credit Facility with the proceeds of such Lender’s ratable share refinancing or of any other incurrence of Indebtedness may be, if expressly so stated to be, contingent upon the consummation of such prepayment refinancing or incurrence and such notice, once received may be revoked by the Administrative Agent, applicable Borrower in the event such refinancing is not consummated; provided that the delay or failure of such contingency shall not thereafter be revocable by the Borrowerrelieve any Borrower from its obligations in respect thereof under Section 5.9.

Optional Prepayments. (a) The Borrower Company may, upon notice to the Administrative Agent by 10:00 a.m., New York City time, at least one Domestic Business Day (or such shorter time as the Administrative Agent may agree in its sole discretion) prior to the date of prepayment, without premium or penalty, prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, made to the Company in whole at any time, or from time to time in part in amounts aggregating at least $1,000,000 5,000,000 or any larger integral multiple of $100,000 1,000,000 (or any lesser such other amount equal to that represents the outstanding balance total amount of such AdvanceBase 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, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent by 10:00 a.m., New York City time, at least three Domestic Business Days prior to the date of prepayment, without premium or penalty (but including any Borrowing that is a Base Rate Borrowing or Index amounts owed pursuant to Section 2.14), prepay any Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably made to the Revolver Advances 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 several Lenders outstanding on the date total amount of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereofBorrowings outstanding), by paying the principal amount to be prepaid together with (x) accrued interest thereon to the date of prepayment and such payments required (y) all losses and expenses (if any) relating thereto which are (i) determined pursuant to Section 2.14 and (ii) notified to the terms Company by the relevant Bank at least one Domestic Business Day prior to the date of Article VIII. 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 optional prepayment pursuant to this Section 2.12 shall be applied to prepay ratably the Tranche Euro-Dollar Advances Loans of the several Lenders Banks included in such Tranche Euro-Dollar Borrowing. (c) the relevant Borrowing being prepaid. Upon receipt of a notice of prepayment pursuant to this Section 2.102.12, the Administrative Agent shall promptly notify each Lender Bank of the contents thereof and of such LenderBank’s ratable share (if any) of such prepayment and such notice, once received by the Administrative Agent, notice shall not thereafter be revocable by the BorrowerCompany; provided, that any such notice may be conditioned upon the occurrence of one or more events (including the effectiveness of new credit facilities) and may be revoked by the Company upon the non-occurrence of such event by written notice to the Administrative Agent prior to the date specified for such prepayment.

Optional Prepayments. (ai) The Borrower may prepay may, upon notice to the Administrative Agent (or the Revolver Agent in the case of any Base Rate Borrowing notice in connection with any Revolving Credit Facilities, Revolving Credit Commitments, Revolving Credit Loans, Extended Revolving Credit Commitments or Index Euro-Dollar BorrowingLoans thereunder or Incremental Revolving Credit Commitments) by the Borrower, in whole at any time, time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in amounts aggregating at least $1,000,000 Section 2.05(a)(iv)); provided that (1) such notice must be received by the Administrative Agent or the Revolver Agent, as applicable, not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any larger integral date of prepayment of Eurocurrency Rate Loans (or, in the case of a Eurocurrency Rate Loan denominated in any currency other than Dollars, not later than 1:00 p.m., Local Time, three (3) Business Days before any date of prepayment) and (B) on the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of the Borrowing Minimum or a whole multiple of $100,000 the Borrowing Multiple in excess thereof, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent (or the Revolver Agent, as applicable) will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any lesser amount equal additional amounts required pursuant to Section 3.04. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied (x) prior to the outstanding balance of such Advance)Conversion Date, by paying to reduce the principal amount of the Term Loans to be prepaid together with accrued interest thereon repaid on the Maturity Date and (y) after the Conversion Date, to the date Class(es) and Type(s) (and in the case of Term Loans, the installments thereof) as directed by the Borrower (it being understood and agreed that in the case of Term Loans, if the Borrower does not so direct at the time of such prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (iagainst the scheduled repayments of Term Loans of the relevant Class under Section 2.07 in direct order of maturity) first and shall be paid to any Swing Advances outstanding, and the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances[reserved]. (biii) Subject to any payments required pursuant Notwithstanding anything to the terms of Article VIII for such Tranche Euro-Dollar Borrowingcontrary contained in this Agreement, the Borrower maymay 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, upon at least three Change of Control, the effectiveness of other credit facilities, acquisition, debt or equity offering, and such condition is not satisfied. (3iv) Domestic Business Day’s In the event that the Borrower (x) makes any prepayment of any Class of Initial Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to any Class of Initial Term Loans, in each case prior written noticeto the six (6) month anniversary of the Amendment No. 2 Effective Date, prepay the Borrower shall pay a premium in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser an amount equal to 1.0% of (A) in the outstanding balance case of clause (x), the amount of such AdvancesInitial Term Loans being prepaid or (B) all or any portion in the case of clause (y), the aggregate amount of the principal amount of any Tranche Euro-Dollar Borrowing applicable Initial Term Loans outstanding immediately prior to the maturity thereofsuch amendment, by paying the principal amount in each case to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by for the Borrowerratable account of each of the applicable Initial Term Lenders.

Optional Prepayments. (a) The Borrower or any Additional Borrower may (i) upon at least one Domestic Business Day’s notice to the Administrative Agent, prepay any Base Rate Borrowing (or Index any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.1) and (ii) upon at least three Euro-Dollar Currency Business Days’ notice to the Administrative Agent, subject to Section 2.13, prepay any Euro-Currency Borrowing, in whole at any time, or from time to time in part in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereofpart, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and any amounts payable under Section 2.13 in connection therewith; provided that any such payments required pursuant to partial prepayment shall be in the terms amount of Article VIII$5,000,000 (or the Foreign Currency Equivalent thereof, in the case of Foreign Currency Loans) or any multiple of $1,000,000 (or the Foreign Currency Equivalent thereof, in the case of Foreign Currency Loans) in excess thereof. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances Loans of the several Lenders Banks included in such Tranche Euro-Dollar Borrowing. (b) Except as provided in clause (i) of Section 2.11(a), the Borrower and any Additional Borrowers may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10Section, the Administrative Agent shall promptly notify each Lender Bank of the contents thereof and of such LenderBank’s ratable share (if any) of such prepayment and such notice, once received by the Administrative Agent, notice shall not thereafter be revocable by the Borrower or the applicable Additional Borrower, as the case may be.

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon notice to the Administrative Agent, at any time, time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in amounts aggregating at least a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any larger integral prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 (or any lesser in excess thereof or, in each case, if less, the entire principal amount equal to thereof then outstanding. Each such notice shall specify the outstanding balance date and amount of such Advance), by paying prepayment and the principal amount Class(es) and Type(s) of Loans to be prepaid together with accrued interest thereon and, if Eurodollar Rate Loans are to be prepaid, the date Interest Period(s) of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the such Loans. The Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall will promptly notify each Appropriate Lender of its receipt of each such notice, and of the contents thereof and amount of such Lender’s ratable share portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such noticenotice is given by the Borrower, once received the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, on or prior to the 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 not thereafter pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be revocable by assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the Borroweraggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment.

Optional Prepayments. (a) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon notice to the Administrative Agent, at any time, time or from time to time voluntarily prepay in whole or in part Loans outstanding under the Revolver Facility and/or the Term Loan Principal Debt without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in amounts aggregating at least a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any larger integral prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 (or any lesser amount equal to the outstanding balance of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowingin excess thereof. Each such optional notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be applied (i) first to any Swing Advances outstanding, due and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding payable on the date specified therein. Any prepayment of payment or prepayment in the following order or priority: (a) firsta Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to together with any payments additional amounts required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIIISection 3.05. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances Loans of the several Lenders included in accordance with their respective Pro Rata Shares as directed by the Borrower or if no such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant direction is given, first, to this Section 2.10, the Administrative Agent shall promptly notify each Lender repayment of the contents thereof Term Loan Principal Debt, until paid in full, and then to repayment of such Lender’s ratable share the Revolver Principal Debt. Unless a Default or Event of such 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 such notice, once received by conditions hereof; but in no event following a payment or prepayment of Term Loans may any amount of the Administrative Agent, shall not thereafter Term Loans so paid or prepaid be revocable by the Borrowerreborrowed.

Optional Prepayments. (a) The Borrower may Borrowers shall have the right at any time and from time to time to prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole at any timeor in part, without premium or from time to time in part in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 penalty, by giving written notice (or any lesser amount equal telephonic notice promptly confirmed in writing) to the outstanding balance Administrative Agent no later than (i) in the case of such Advance)any prepayment of any Eurodollar Borrowing, by paying the principal amount to be prepaid together with accrued interest thereon 11:00 a.m. not less than three (3) Business Days prior to the date of such prepayment, (iii) upon at least one (1) Domestic Business Day’s notice to in the Administrative Agent case of any Borrowing that is a prepayment of any Base Rate Borrowing or Index Euro-Dollar Borrowing or Borrowing, 12:00 noon (iiAtlanta, Georgia time) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment such prepayment, and (iii) in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to case of any payments required pursuant to the terms prepayment of Article VIII for such Tranche Euro-Dollar any Swingline Borrowing, prior to 11:00 a.m. on the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance date of such Advances) all or any portion prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of any Tranche Euro-Dollar each Borrowing prior to the maturity thereof, by paying the principal amount or portion thereof to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIIIprepaid. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s ratable share Pro Rata Share of any such prepayment 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, once received by together with accrued interest to such date on the Administrative Agentamount so prepaid in accordance with Section 2.13(d); provided, that, the Borrowers may rescind any notice of prepayment if such prepayment would have resulted from (A) a refinancing (or payment in full) of the Loans or (B) any extension or refinancing (or payment) of a portion of the Loans with Indebtedness permitted hereunder, in each case, which incurrence or refinancing (or other payment) shall not thereafter be revocable by consummated or otherwise shall be delayed provided further that if a Eurodollar Borrowing is prepaid on a date other than the Borrowerlast day of an Interest Period applicable thereto, the Borrowers shall also pay all amounts required pursuant to Section 2.19. Each partial prepayment of any Loan shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.2 or, in the case of a Swingline Loan, pursuant to Section 2.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing and, in the case of a prepayment of a Term Loan Borrowing, to principal installments in inverse order of maturity.

Optional Prepayments. (a) The Borrower may may, at its option, prepay any the Note in whole or in part, as follows: (1) for a Base Rate Borrowing Loan, on any Business Day, with unpaid accrued interest to the date of such prepayment on the amount prepaid, provided that each partial prepayment shall be in a principal amount of not less than $100,000 or Index Euro-Dollar Borrowingintegral multiples of $5,000 in excess thereof. (2) for a LIBOR Loan, on the last day of the applicable Interest Period, in whole at any time, or from time to time in part (but if in amounts aggregating at least $1,000,000 or any larger integral multiple part, in the principal amount of $100,000 (or any lesser amount integral multiples of $5,000 in excess thereof) at a prepayment price equal to the outstanding balance of such Advance), by paying the principal amount to be prepaid so prepaid, together with unpaid accrued interest thereon to the date of prepayment. If Borrower voluntarily elects to repay all or any portion of principal of the Loan before the expiration of any LIBOR Interest Period, (i) upon the Borrower shall simultaneously pay to the Bank such amount as shall be sufficient to compensate the Lender for any loss, cost or expense that the Bank reasonably determines to be directly attributable to the prepayment, including costs, losses and expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Bank to make or maintain its investment in the Loan at a LIBOR based fixed interest rate. The Bank shall provide the Borrower with evidence of the calculation of any such loss, cost or expense. The Borrower shall provide the Bank with notice of any optional prepayment pursuant to this paragraph and the principal amount of the Note to be redeemed, sent at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any noticeday before such prepayment date. On each such prepayment date, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances payment of the several Lenders outstanding prepaid principal having been made to Bank as provided herein, the Note or the portion thereof prepaid shall become due and payable on the prepayment date of payment or and interest shall cease to accrue thereon from and after the prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advancesdate. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon notice to the Administrative Agent, at any time, time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in amounts aggregating at least a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and, (2) two Business Days prior to any date of prepayment of Term SOFR Loans and (3) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans or Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any larger integral prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 (or any lesser in excess thereof or, in each case, if less, the entire principal amount equal to thereof then outstanding. Each such notice shall specify the outstanding balance date and amount of such Advance), by paying prepayment and the principal amount Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with accrued interest thereon any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the date 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, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (iagainst the scheduled repayments of such Term Loans under Section 2.07(a) first to any Swing Advances outstanding, in direct order of maturity) and (ii) then applied to prepay ratably shall be paid to the Revolver Advances Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the several Lenders outstanding 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 or prepayment amount specified in such notice shall be due and payable on the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant date specified therein. Notwithstanding anything to the terms of Article VIII for such Tranche Euro-Dollar Borrowingcontrary contained in this Agreement, the Borrower may, upon at least three 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 (3x) Domestic Business Day’s 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 written noticeto the six (6) month anniversary of the Third Amendment Effective Date, prepay the Borrower shall pay a premium in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser an amount equal to 1.00% of (A) in the outstanding balance case of such Advances) all or any portion clause (x), the amount of the principal Term B-4 Loans being prepaid or (B) in the case of clause (y), the aggregate amount of any Tranche Euro-Dollar Borrowing the applicable Term B-4 Loans outstanding immediately prior to the maturity thereofsuch amendment, by paying the principal amount in each case to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by for the Borrowerratable account of each of the applicable Term Lenders.

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon notice to the Administrative Agent, at any time, time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in amounts aggregating at least a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any larger integral prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 (or any lesser in excess thereof or, in each case, if less, the entire principal amount equal to thereof then outstanding. Each such notice shall specify the outstanding balance date and amount of such Advance), by paying prepayment and the principal amount Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with accrued interest thereon any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the date 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, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (iagainst the scheduled repayments of such Term Loans under Section 2.07(a) first in direct order of maturity) and shall be paid to any Swing Advances outstandingthe 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) then applied to prepay ratably The Borrower may, upon notice to the Revolver Advances of Swing Line Lender (with a copy to the several Lenders outstanding 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 or prepayment amount specified in such notice shall be due and payable on the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advancesdate specified therein. (biii) Subject to any payments required pursuant Notwithstanding anything to the terms of Article VIII for such Tranche Euro-Dollar Borrowingcontrary contained in this Agreement, the Borrower may, upon at least three 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. (3iv) Domestic Business Day’s 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 written noticeto the six (6) month anniversary of the Third Amendment Effective Date, prepay the Borrower shall pay a premium in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser an amount equal to 1.00% of (A) in the outstanding balance case of such Advances) all or any portion clause (x), the amount of the principal Term B-4 Loans being prepaid or (B) in the case of clause (y), the aggregate amount of any Tranche Euro-Dollar Borrowing the applicable Term B-4 Loans outstanding immediately prior to the maturity thereofsuch amendment, by paying the principal amount in each case to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by for the Borrowerratable account of each of the applicable Term Lenders.

Optional Prepayments. Borrower may not, at any time prior to the Maturity Date, prepay, in whole or in part, the Loans other than (a) a deemed repayment of the Loans upon a conversion thereof in accordance with Section 15, or (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 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 may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingwill provide irrevocable written notice, in whole at any timethe form attached hereto as Exhibit B, or from time to time in part in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such Advance), Administrative Agent by paying the principal amount to be prepaid together with accrued interest thereon 12:00 p.m. (Eastern Time) not less than one (1) Business Day prior to the date of prepayment, any prepayment in accordance 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 the Loan or portion thereof to be prepaid 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. (iEastern Time) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowingat the Payment Office. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s ratable share prepayment amount in proportion to such Lender’s Pro Rata Share of the Loans. If such prepayment notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, once received by together with accrued interest to such date on the Administrative Agentamount so prepaid in accordance with Section 3.02(c). For the avoidance of doubt, any prepayments permitted pursuant to Section 13.04(d) shall not thereafter be revocable by the Borrowersubject to this Section 3.03.

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon notice to the Administrative Agent, at any time, time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in amounts aggregating at least a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any larger integral prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 (or any lesser in excess thereof or, in each case, if less, the entire principal amount equal to thereof then outstanding. Each such notice shall specify the outstanding balance date and amount of such Advance), by paying prepayment and the principal amount Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with accrued interest thereon any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the date 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, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, on or prior to the first anniversary of the Closing Date, the Borrower (ia) first 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 Swing Advances outstandingamendment of this Agreement resulting in a Repricing Transaction, and the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment. (ii) then applied to prepay ratably The Borrower may, upon notice to the Revolver Advances of Swing Line Lender (with a copy to the several Lenders outstanding 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 or prepayment amount specified in such notice shall be due and payable on the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advancesdate specified therein. (biii) Subject to any payments required pursuant Notwithstanding anything to the terms of Article VIII for such Tranche Euro-Dollar Borrowingcontrary contained in this Agreement, the Borrower may, upon at least three (3) Domestic Business Day’s prior written noticesubject to Section 3.05, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or rescind any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this under Section 2.10, the Administrative Agent shall promptly notify each Lender 2.05(a) if such prepayment would have resulted from a refinancing of all of the contents thereof Facilities and of such Lender’s ratable share of such prepayment and such noticeIncremental Facilities, once received by the Administrative Agent, which refinancing shall not thereafter be revocable by the Borrowerconsummated or shall otherwise be delayed.

Optional Prepayments. (a) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole at any time, or time and from time to time prepay the Revolving Loans, the Swingline Loans or the Term Loans, in part whole or in amounts aggregating at least $1,000,000 part, without premium or any larger integral multiple of $100,000 (or any lesser amount equal penalty except as provided in Section 2.11(b), upon irrevocable notice delivered to the outstanding balance Administrative Agent no later than 12:00 Noon, Local Time, three Business Days prior thereto, in the case of such Advance)Eurocurrency Loans, by paying and no later than 12:00 Noon, New York City time, one Business Day prior thereto, in the principal amount to be prepaid together with accrued interest thereon to case of ABR Loans, which notice shall specify (i) the date and amount of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without whether the prepayment is of Revolving Loans, Swingline Loans, Tranche A Term Loans, Tranche B Term Loans or New Term Loans of any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstandingTranche, and if such prepayment is of Revolving Loans or Swingline Loans, the Class of Revolving Loans to be prepaid and (iiiii) then applied to prepay ratably to whether the Revolver Advances prepayment is of Eurocurrency Loans or ABR Loans; provided that if a Eurocurrency Loan is prepaid on any day other than the last day of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar BorrowingInterest Period applicable thereto, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum shall also pay any amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required owing pursuant to the terms of Article VIIISection 2.21. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a any such notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein (provided that such notice may be conditioned on receiving the proceeds of any 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 prepaid. Partial prepayments of Term Loans of a Class and of Revolving Loans of a Class shall be in an aggregate principal amount of (i) $1,000,000 or a whole multiple of $100,000 in excess thereof (in the case of prepayments of ABR Loans) or (ii) $1,000,000 or a whole multiple of $500,000 in excess thereof (in the case of prepayments of Eurocurrency Loans), and in each case shall be subject to the provisions of Section 2.18. Partial prepayments of Swingline Loans of a Class shall be in an aggregate principal amount of $50,000 or a whole multiple of $50,000 in excess thereof. (b) Any optional prepayment of the contents thereof Tranche B Term Loans as a result of a Repricing Transaction shall be 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 first anniversary of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by the BorrowerClosing Date.

Optional Prepayments. Subject to the requirement that after giving effect to the proposed prepayment (ax) The 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 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 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 Base Rate Borrowing portion of the principal balance of the Class A Loans then outstanding, without premium or Index Europenalty (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-Dollar BorrowingR Commitments and the Class A-T Commitments on a dollar-for-dollar basis, and (y) such prepayment shall be allocated to each Class A Lender (A) with respect to principal repayment, in whole accordance with the Principal Allocation Formula and (B) with respect to interest and Commitment Fees, ratably based on the aggregate amounts thereof; and (ii) at any timetime during the Class A-R Commitment Period, or from time to time if each Coverage Test is in part in amounts aggregating compliance after giving effect thereto, on any Business Day (and, if such day is not a Quarterly Payment Date, upon at least $1,000,000 five Business Days’ notice to the Agents) prepay all or any larger integral multiple portion of $100,000 (or any lesser amount equal to the Class A-R Loans then outstanding balance of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepaymentand Commitment Fees, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any noticeif applicable, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required 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 Article VIIIthis Agreement. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances All prepayments of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment Loans pursuant to this Section 2.10, 2.7(c) shall be applied in accordance with the Administrative Agent shall promptly notify each Lender of the contents thereof procedures set forth in this Section 2.7(c) and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by subject to the BorrowerPriority of Payments.

Optional Prepayments. (a) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole at any time, or time and from time to time prepay Revolving Credit Loans and Swingline Loans, in part whole or in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such Advance)part, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s irrevocable prior written notice to the Administrative Agent any Borrowing that is substantially in the form attached as Exhibit D (a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii“Notice of Prepayment”) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied given not later than 12:00 p.m. (i) first to any Swing Advances outstanding, on the same Business Day as each Base Rate Loan and each Swingline Loan and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written noticeDays before each LIBOR Rate Loan, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to specifying the date and amount of prepayment and such payments required pursuant whether the prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline Loans or a combination thereof, and, if of a combination thereof, the amount allocable to the terms of Article VIIIeach. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10such notice, the Administrative Agent shall promptly notify each Lender Revolving Credit Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date set forth in such notice. Partial prepayments shall be in an aggregate amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Base Rate Loans (other than Swingline Loans), $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans and $500,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 12:00 p.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding the foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all of the contents thereof and Credit Facility with the proceeds of such Lender’s ratable share refinancing or of any incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such prepayment refinancing or incurrence or occurrence of such other identifiable event or condition and such notice, once received may be revoked by the Administrative Agent, Borrower in the event such condition is not satisfied (provided that the failure of such contingency shall not thereafter be revocable by relieve the BorrowerBorrower from its obligations in respect thereof under Section 5.9).

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole Borrowers shall have the right at any time, or time and from time to time to prepay any Borrowing at par in part whole or in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal part, subject to the outstanding balance procedures of such Advancethis Section. Subject to Section 2.19, prior to any optional prepayment of Borrowings pursuant to this Section 2.09(a)(i), by paying the principal amount Company shall select the Borrowing or Borrowings (including the Class) to be prepaid together with accrued interest thereon 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 date six-month anniversary of prepaymentthe 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, (iI) upon 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 least one a discount to the par value thereof (1or 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”) Domestic Business Day’s by providing written notice to the Administrative Agent any Borrowing substantially in the form of Exhibit H hereto that such Borrower is offering to prepay such Term Loans at a Base Rate Borrowing discount to par (or Index Euro-Dollar Borrowing or such other price as shall be established) (ii) without any such notice, any Swing Borrowing. Each an “Offered Range Prepayment Option Notice”) and specifying the Class or Classes of Term Loans to which such optional offer is being made; the aggregate amount of consideration to be utilized for such prepayment shall (such amount, to be applied 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 (i) first to any Swing Advances outstandingthe “Proposed Range”), and (ii) then applied specifying the date upon which the Lenders are required to prepay ratably indicate their election with respect to the Revolver Advances of the several Lenders outstanding on prepayment (such date, to be no less than five Business Days after the date of payment or prepayment in upon which the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant applicable Borrower provides the Offered Range Prepayment Option Notice to the terms of Article VIII for such Tranche Euro-Dollar BorrowingAdministrative Agent, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to “Acceptance Date”). Upon receiving the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10Offered Range Prepayment Option Notice, the Administrative Agent shall promptly notify each the applicable Lenders thereof, and any Lender wishing to have its Term Loans of the contents thereof 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’s ratable share 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 prepayment 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 such notice, once 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, shall not thereafter be revocable Agent by the BorrowerAcceptance Date shall be deemed to have declined to accept an Offered Range Voluntary Prepayment of any of its Term Loans of the applicable Class at any price within the Proposed Range. The applicable Borrower shall make an Offered Range Voluntary Prepayment by prepaying those Term Loans (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Purchase Price that is equal to or less than the Applicable Purchase Price (“Qualifying Loans”) at the Applicable Purchase Price; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Offered Range Prepayment Amount, such amounts in each case calculated at the Applicable Purchase Price, such Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Offered Range Prepayment Amount, such amounts in each case calculated at the Applicable Purchase Price, the applicable Borrower shall prepay all Qualifying Loans. Each Offered Range Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Purchase Price and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 2.14), upon irrevocable notice substantially in the form of Exhibit J hereto (each an “Offered Range 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 Offered Range Voluntary Prepayment, which notice shall specify the date and amount of the Offered Range Voluntary Prepayment and the Applicable Purchase Price determined by the Administrative Agent. Upon receipt of any Offered Range Voluntary Prepayment Notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any Offered Range Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Purchase Price for the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. Any prepayment of principal pursuant to this Section 2.09(a)(ii) shall be applied pro rata to reduce the amortization payments of such Class of Loans.

Optional Prepayments. (a) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole shall have the right at any time, or time and from time to time to prepay the Term Loan, in part whole or in amounts aggregating at least $1,000,000 part, without premium or any larger integral multiple of $100,000 penalty, by giving irrevocable written notice (or any lesser amount equal telephonic notice promptly confirmed in writing) to the outstanding balance of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least no later than 11:00 a.m. not less than three (3) Domestic Business Day’s Days prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or to any lesser amount equal to such prepayment. Each such notice shall be irrevocable and shall specify the outstanding balance proposed date of such Advances) all or any portion of prepayment and the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount Term Loan or portion thereof to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIIIprepaid. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10any such notice, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share 's Pro Rata Share of any such prepayment prepayment. Such amount shall be due and payable on the date designated in such notice, once received together with accrued interest to such date on the amount so prepaid in accordance with Section 2.07; provided, that if the Term Loan is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.13. (b) Unless a Default or an Event of Default has occurred and is continuing, any prepayments made by the Administrative Borrower pursuant to Section 2.05 (a) above shall be applied as follows: first, to the 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 expenses; third, to interest then due and payable on the Term Loan, pro rata to the Lenders based on their respective Pro Rata Shares of the Term Loan; and fourth, to the principal balance of the Term Loan, until the same shall not thereafter be revocable by have been paid in full, pro rata to the BorrowerLenders based on their respective Pro Rata Shares of the Term Loan.

Optional Prepayments. (a) The Subject in the case of any Fixed Rate Borrowing to Section 2.15, each Borrower may may, upon at least one Domestic Business Day’s notice to the Administrative Agent, prepay any Base Rate Borrowing (or Index any Competitive Bid Borrowing bearing interest at the Base Rate pursuant to Section 8.01) made to it or upon at least three Euro-Dollar BorrowingCurrency Business Days’ notice to the Administrative Agent and the Applicable Agent (if different), prepay any Euro-Currency Borrowing made to it, in each case in whole at any time, or from time to time in part in amounts aggregating at least an aggregate Dollar Amount not less than $1,000,000 20,000,000 or in the case of any Loan denominated in dollars, any larger multiple of $1,000,000, or in the case of any Committed Alternative Currency Loan in an aggregate Dollar Amount not less than $5,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal to 500,000 units of the outstanding balance of such Advance)relevant Alternative Currency, by paying (in the relevant currency) the principal amount Dollar Amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances Loans of the several Lenders included in such Tranche Euro-Dollar Borrowing. (b) A Borrower may not prepay all or any portion of the principal amount of any Competitive Bid Loan made to it prior to the maturity thereof except (i) as provided in subsection (a) above or (ii) with respect to any particular Competitive Bid Loan, as agreed upon between the Lender making such Loan and such Borrower so long as at the time such Borrower makes such prepayment no Default has occurred and is continuing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10Section, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share (if any) of such prepayment and such notice, once received by the Administrative Agent, notice shall not thereafter be revocable by the applicable Borrower.

Optional Prepayments. (a) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole at any time, or from time to time in part in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar BorrowingSection 4.04, the Borrower may, at any time or from time to time, upon irrevocable notice to the Agent in the form of a Notice of Loan Prepayment by 11:00 a.m. (New York time) (x) at least three two (32) Domestic Business Day’s Days prior written noticeto any date of prepayment of Term SOFR Loans and (y) on the date of prepayment of Base Rate Loans, voluntarily prepay any Class of Loans ratably among the Lenders holding such Class of Loans in whole or in part without penalty, in minimum amounts of $1,000,000 with additional increments 500,000, or any multiple of $100,000 (in excess thereof, in the case of Base Rate Loans, and $500,000, or any lesser amount equal to the outstanding balance multiple of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity $500,000 in excess thereof, by paying in the principal amount case of Term SOFR Loans; provided that if due to be prepaid together a Defaulting Lender’s failure to fund any requested Borrowing, Loans are made not in accordance with accrued interest thereon to the date of prepayment and Lenders’ respective Pro Rata Shares (each such payments required pursuant to the terms of Article VIII. Each Loan, a “Non-Ratable Loan”) then such optional prepayment shall be applied first to prepay ratably Non-Ratable Loans, then in the Tranche Euro-Dollar Advances order that the Borrower may specify. Each such prepayment of the several Lenders included Term Loans shall be applied to the remaining principal repayment installments of the Term Loans in such Tranche Euro-Dollar Borrowing. (c) Upon receipt the order that the Borrower may specify or, absent instruction from the Borrower, in direct order of a maturity. Such notice of prepayment pursuant shall specify the date and amount of such prepayment and the Type(s) of Loans to this Section 2.10, the Administrative be prepaid. The Agent shall will promptly notify each Lender of the contents thereof its receipt of any such notice, and of such Lender▇▇▇▇▇▇’s ratable share Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such noticenotice shall be due and payable on the date specified therein, once received by together with accrued interest to each such date on the Administrative Agent, shall not thereafter be revocable by the Borroweramount prepaid and any amounts required pursuant to Section 4.04.

Optional Prepayments. (a) The Borrower Company may prepay on the last day of any Base Rate Borrowing Interest Period with respect thereto, in the case of Eurodollar Loans, or Index Euro-Dollar Borrowingat any time and from time to time, in the case of ABR Loans, prepay, in whole at any timeor in part, or from time to time in part in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal to either the outstanding balance of such Advance)Revolving Loans or the outstanding Term Loans, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepaymentwithout premium or penalty, (i) upon at least one (1) Domestic Business Day’s irrevocable notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (iiwhich notice must be received by the Administrative Agent prior to 11:00 A.M. (New York, New York time) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first three (3) Business Days prior to the prepayment date if all or any Swing Advances outstanding, part of the Loans to be prepaid consist of Eurodollar Loans and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: one (a1) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing Day prior to the maturity thereofprepayment date, by paying the principal amount to be prepaid together with accrued interest thereon to otherwise), specifying the date and amount of prepayment and such payments required pursuant whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to the terms of Article VIIIeach. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a any such notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each applicable Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with any amounts payable pursuant to Section 3.5 and interest on the principal amount prepaid through the date of prepayment. Partial prepayments of Revolving Loans or 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 are made under this Section 2.6(a) shall be applied 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 contents thereof Term Loans shall be applied to prepay on a pro rata basis the Term B Loan (pro rata to the remaining amortization payments thereunder) and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by Incremental Term Loan (pro rata to the Borrowerremaining amortization payments thereunder).

Optional Prepayments. (a) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time, time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty subject to Section 3.05; provided that (A) such Notice of Loan Prepayment must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Term SOFR Loans and (2) on the date of prepayment of Base Rate Committed Loans or Daily SOFR Loans; (B) any prepayment of Term SOFR Loans shall be in amounts aggregating at least 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 any larger integral Daily SOFR Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 (or any lesser in excess thereof, or, in each case, if less, the entire principal amount equal to thereof then outstanding. Each such Notice of Loan Prepayment shall specify the outstanding balance date and amount of such Advance), by paying prepayment and the principal amount Type(s) of Committed Loans to be prepaid together with accrued interest thereon and, if Term SOFR Loans are to be prepaid, the date Interest Period(s) of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the such Loans. The Administrative Agent any Borrowing that will promptly notify each Lender of its receipt of each such Notice of Loan Prepayment, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such Notice of Loan Prepayment is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any noticegiven by the Borrower, any Swing Borrowing. Each the Borrower shall make such optional prepayment and the payment amount specified in such Notice of Loan Prepayment shall be applied (i) first to any Swing Advances outstanding, due and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding payable on the date specified therein; provided that the Notice of payment Loan Prepayment may be conditional upon the occurrence or closing of another transaction or financing. Any prepayment in of a Term SOFR Loan shall be accompanied by all accrued interest on the following order or priority: (a) firstamount prepaid, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to together with any payments additional amounts required pursuant to the terms of Article VIII for Section 3.05. Subject to Section 2.17, each such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances Committed Loans of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender accordance with their respective Applicable Percentages in respect of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by the Borrowerrelevant Facilities.

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon notice to the Administrative Agent, at any time, time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in amounts aggregating at least a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and, (2) two Business Days prior to any date of prepayment of Term SOFR Loans and (3) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans or Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any larger integral prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 (or any lesser in excess thereof or, in each case, if less, the entire principal amount equal to thereof then outstanding. Each such notice shall specify the outstanding balance date and amount of such Advance), by paying prepayment and the principal amount Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with accrued interest thereon any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the date 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, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (iagainst the scheduled repayments of such Term Loans under Section 2.07(a) first in direct order of maturity) and shall be paid to any Swing Advances outstandingthe 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) then applied to prepay ratably The Borrower may, upon notice to the Revolver Advances of Swing Line Lender (with a copy to the several Lenders outstanding 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 or prepayment amount specified in such notice shall be due and payable on the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advancesdate specified therein. (biii) Subject to any payments required pursuant Notwithstanding anything to the terms of Article VIII for such Tranche Euro-Dollar Borrowingcontrary contained in this Agreement, the Borrower may, upon at least three 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. (3iv) Domestic Business Day’s 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 written noticeto the six (6) month anniversary of the Fifth Amendment Effective Date, prepay the Borrower shall pay a premium in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser an amount equal to 1.00% of (A) in the outstanding balance case of such Advances) all or any portion clause (x), the amount of the principal Fifth Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of any Tranche Euro-Dollar Borrowing the applicable Fifth Amendment Effective Date Term Loans outstanding immediately prior to the maturity thereofsuch amendment, by paying the principal amount in each case to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by for the Borrowerratable account of each of the applicable Term Lenders.

Optional Prepayments. (a) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon notice to the Administrative Agent, at any time, time or from time to time voluntarily prepay in whole or in part the Acquisition Subfacility Principal Debt, the Working Capital/Distribution Subfacility Principal Debt and/or the Term Loan Principal Debt without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in amounts aggregating at least a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 in excess thereof; and (iii) any larger integral prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 (or any lesser amount equal to the outstanding balance of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowingin excess thereof. Each such optional notice shall specify the date and amount of such prepayment, the Facility (or, as the case may be, Subfacility) being prepaid and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be applied (i) first to any Swing Advances outstanding, due and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding payable on the date specified therein. Any prepayment of payment or prepayment in the following order or priority: (a) firsta Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to together with any payments additional amounts required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIIISECTION 3.05. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances Loans of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt accordance with their respective Pro Rata Shares. Unless a Default or Event of Default has occurred and is continuing or would arise as a notice of result thereof any payment or prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof Revolver Principal Debt may be reborrowed by Borrower, subject to the terms and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by the Borrowerconditions hereof.

Optional Prepayments. (a) The Borrower Borrowers may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole at any time, or time and from time to time prepay the Term Loans, in part whole or in amounts aggregating at least $1,000,000 part, without premium or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such Advance)penalty, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s irrevocable notice delivered to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any noticeno later than 1:00 P.M., any Swing Borrowing. Each such optional prepayment New York City time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 1:00 P.M., New York City time, one Business Day prior thereto, in the case of ABR Loans, which notice shall be applied specify (i) first to any Swing Advances outstanding, the date and amount of prepayment and (ii) then applied to prepay ratably to whether the Revolver Advances prepayment is of Eurodollar Loans or ABR Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the several Lenders outstanding on Interest Period applicable thereto, the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to Borrowers shall also pay any payments required amounts owing pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIIISection 2.21. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a any such notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein (provided that such notice may be conditioned on receiving the proceeds of any Amendment or Refinancing of Indebtedness, any Equity Issuance, the consummation of a Change of Control or the Disposition of Property), together with accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans shall be in an aggregate principal amount of (i) $1,000,000 or a whole multiple of $100,000 in excess thereof (in the case of prepayments of ABR Loans) or (ii) $1,000,000 or a whole multiple of $500,000 in excess thereof (in the case of prepayments of Eurodollar Loans), and in each case shall be subject to the provisions of Section 2.18. (b) In the event that, on or prior to the first anniversary of the contents thereof and Closing Date, the Borrowers (x) make any prepayment of such Lender’s ratable share Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of such prepayment and such noticethis Agreement having the effect of a Repricing Transaction, once received by the Borrowers shall pay to the Administrative Agent, shall not thereafter be revocable by for the Borrowerratable 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 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 amendment.

Optional Prepayments. (a) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole shall have the right at any time, or time and from time to time to prepay any Borrowing (except for Eurodollar Loans which the Borrower may only prepay on the expiration of the current Interest Period), in part whole or in amounts aggregating at least $1,000,000 part, without premium or any larger integral multiple of $100,000 penalty by giving irrevocable written notice (or any lesser amount equal telephonic notice promptly confirmed in writing) to the outstanding balance Administrative Agent no later than (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 Advance)prepayment, by paying (ii) in the principal amount to be prepaid together with accrued interest thereon case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of such prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (iiiii) then applied in the case of Swingline Borrowings, prior to prepay ratably to the Revolver Advances of the several Lenders outstanding 11:00 a.m. (Atlanta, Georgia time) on the date of payment or prepayment in such prepayment. Each such notice shall be irrevocable and shall specify the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance proposed date of such Advances) all or any portion of prepayment and the principal amount of any Tranche Euro-Dollar each Borrowing prior to the maturity thereof, by paying the principal amount or portion thereof to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIIIprepaid. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s ratable share Pro Rata Share of any such prepayment 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, once received by together with accrued interest to such date on the Administrative Agentamount so prepaid in accordance with Section 2.13(e); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall not thereafter also pay all amounts required pursuant to Section 2.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be revocable by in an amount that would be permitted in the Borrowercase of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.2 or in the case of a Swingline Loan pursuant to Section 2.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar BorrowingRepresentative may, in whole upon notice to the Administrative Agent, at any time, time or from time to time voluntarily 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 (except as set forth below); provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in amounts aggregating at least a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any larger integral prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 (or any lesser in excess thereof or, in each case, if less, the entire principal amount equal to thereof then outstanding. Each such notice shall specify the outstanding balance date and amount of such Advance), by paying prepayment and the principal amount Class(es) and Type(s) of Loans to be prepaid together with accrued interest thereon and, if Eurodollar Rate Loans are to be prepaid, the date Interest Period(s) of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the such Loans. The Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall will promptly notify each Appropriate Lender of its receipt of each such notice, and of the contents thereof and amount of such Lender’s ratable share portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such noticenotice is given by the Borrower Representative, once received the Borrower Representative shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower Representative (it being understood and agreed that if the Borrower Representative does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07(a) and (b) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, on or prior to the six-month anniversary of the Acquisition Effective Date, the Borrower Representative (a) makes any prepayment of Term B Loans in connection with any Repricing Transaction, the Borrower Representative shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, a prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower Representative shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment. (ii) The Borrower Representative may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or 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 thereafter be revocable by the Borrowerconsummated or shall otherwise be delayed.

Optional Prepayments. (ai) The Each Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon notice to the Administrative Agent, at any time, time or from time to time voluntarily prepay Loans made to it in whole or in part without premium or penalty; provided that (1) such notice must be received by the Administrative Agent not later than (x) in amounts aggregating at least the case of the German Borrower, 10:00 a.m., New York City time, (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans and (y) in the case of the Maltese Borrower, 12:00 noon, London time, three Business Days prior to any date of prepayment; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (3) any larger integral prepayment of Base Rate Loans or Overnight LIBO Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in the case of each of clauses (or any lesser 2) and (3), the entire principal amount equal to thereof then outstanding. Each such notice shall specify the outstanding balance date and amount of such Advance), by paying prepayment and the principal amount Class(es) and Type(s) of Loans to be prepaid together with and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent and any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments additional amounts required pursuant to Section 3.05. Each prepayment of the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3Loans pursuant to this Section 2.05(a) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal shall be paid to the outstanding balance of such Advances) all or Appropriate Lenders in accordance with their respective Pro Rata Shares. At the applicable Borrower’s election in connection with any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.102.05(a), such prepayment shall not be applied to any Loan of a Defaulting Lender but instead applied in accordance with Section 2.16(c). This Section 2.05(a)(i) shall not apply to Protective Advances or Swing Line Loans. (ii) The Borrowers may, upon notice to the Administrative Agent shall promptly notify each Lender of the contents thereof and of Agent, at any time or from time to time, voluntarily prepay Protective Advances in whole or in part without premium or penalty; provided that (1) such Lender’s ratable share of such prepayment and such notice, once 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 Protective Advance made to the Maltese Borrower, 12:00 noon, London time) on the date of the prepayment and (2) any such prepayment of Protective Advances shall be 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 Swing Line Loans shall not thereafter be revocable by in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, or the Borrowerentire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment.

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

Optional Prepayments. (a) The Borrower may shall have the right to prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, Loans in whole at any time, or in part from time to time time; provided, however, that each partial prepayment of LIBOR Rate Loans shall be in part in amounts aggregating at least a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 or any larger in excess thereof, and each partial prepayment of Base Rate Loans and/or a Swingline Loan shall be in a minimum principal amount of $500,000 and integral multiple multiples of $100,000 in excess thereof. The Borrower shall give three (or 3) Business Days’ irrevocable notice in the case of LIBOR Rate Loans and same-day irrevocable notice on any lesser amount equal Business Day in the case of Alternate Base Rate Loans, to the outstanding balance 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 Advance)application to be made, by paying 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 to prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid together with accrued or, at the request of the Administrative Agent, interest thereon to on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder through the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding Amounts prepaid on the date of payment or prepayment Revolving Loans and the Swingline Loans may be reborrowed in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to accordance with the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be hereof. Amounts prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably on the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar BorrowingB Term Loan may not be reborrowed. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar BorrowingBorrowers may, in whole upon notice to the Administrative Agent by the Parent Borrower, at any time, time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part in amounts aggregating at least $1,000,000 without premium or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, penalty; provided that (i) upon at least such notice must be received by the Administrative Agent not later than (A) 11:00 a.m., New York City time, three (3) Business Days prior to any date of prepayment of Term SOFR Loans, and (B) 1:00 p.m., New York City time, one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s Day prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment of Base Rate Loans, (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such payments notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to the terms of Article VIIISection 3.04. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such optional prepayment, such prepayment shall be applied to prepay ratably against the Tranche Euro-Dollar Advances scheduled repayments, if applicable, of Term Loans of the several relevant Class under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a accordance with their respective Applicable Percentages. Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment pursuant to under this Section 2.10, the Administrative Agent shall promptly notify each Lender 2.05(a) if such prepayment would have resulted from a refinancing of all of the contents thereof and Facilities or consummation of such Lender’s ratable share of such prepayment and such noticeanother transaction, once received by the Administrative Agent, which refinancing or other transaction shall not thereafter be revocable by the Borrowerconsummated or shall otherwise be delayed.

Optional Prepayments. (a) The Borrower may Borrowers shall have the right at any time and from time to time to prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole at any timeor in part, or from time to time in part in amounts aggregating upon (i) at least $1,000,000 three Business Days’ prior written or any larger fax notice (or telephonic notice promptly confirmed by written or fax notice) in the case of Eurocurrency 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 EBR Loans, in each case to the Applicable Administrative Agent before 12:00 (noon), Local Time, on the relevant date; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 the Borrowing Multiple and not less than the Borrowing Minimum. (b) Optional prepayments of 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 first, in chronological order to the installments of principal in respect of such 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 such Term Loans. (c) Each notice of prepayment shall specify the prepayment date and the Class and principal amount of each Borrowing (or any lesser portion thereof) to be prepaid, shall be irrevocable and shall commit the applicable Borrower to prepay such Borrowing by the amount equal 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 outstanding balance termination or permanent reduction of such Advance)the U.S. Revolving Commitments or the European Revolving Commitments, respectively) shall be accompanied by paying accrued and unpaid interest on the principal amount to be prepaid together with accrued interest thereon to but excluding the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advancespayment. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) The Borrower Upon notice to the Agent prior to 11:00 A.M. (Charlotte, North Carolina, time) on the same Domestic Business Day, the Borrowers may prepay any Borrowing which is a Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole at any time, or from time to time in part in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such Advance)500,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances Base Rate Loans of the several Lenders outstanding on the date of payment or prepayment included in the following order or priority: (a) first, to such Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar AdvancesBorrowing. (b) Subject to any payments required pursuant Upon notice to the terms of Article VIII for such Tranche Agent prior to 11:00 A.M. (Charlotte, North Carolina, time) 3 Euro-Dollar BorrowingBusiness Days before such prepayment, the Borrower mayBorrowers may prepay any Borrowing which is a Euro-Dollar Borrowing in whole at any time, upon at least three (3) Domestic Business Day’s prior written notice, prepay or from time to time in part in minimum amounts of $1,000,000 5,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIIIprepayment. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances Loans of the several Lenders included in such Tranche Euro-Dollar Borrowing. Euro-Dollar Borrowings may be prepaid before the end of the Interest Period applicable to such Loans, provided that such prepayments are subject to any compensation payments required by SECTION 8.05, unless the amount of such prepayment is deposited with the Agent as cash collateral to secure the Obligations with the direction and authorization given to the Agent to apply such cash collateral toward payment of such Euro-Dollar Loan at the end of such Euro-Dollar Loan's Interest Period. (c) Upon receipt of a notice of prepayment pursuant to this Section SECTION 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s 's ratable share of such prepayment (except with respect to Settlement Loans, unless the Lenders have purchased interests therein pursuant to SECTION 2.01(b)) and such notice, once received by the Administrative Agent, shall not thereafter be revocable by the BorrowerBorrowers. (d) In the event that any Loan is prepaid on the same day such Loan was advanced, interest hereunder on such Loan shall be due and payable for that day.

Optional Prepayments. (a) The Borrower may may, at any time and from time to time, prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingthe Loans, in whole at any timeor in part, without premium or from time to time in part in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower maypenalty, upon at least three Business Days' irrevocable notice to the Agent (3) Domestic or one Business Day’s prior written notice's notice where only Alternate Base Rate Loans are to be prepaid), prepay in minimum amounts specifying the date and amount of $1,000,000 prepayment and whether the prepayment is of (i) Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each and (ii) Term Loans, Revolving Credit Loans or a combination thereof, and if of a combination thereof, the amount allocable to each, provided that unless the Borrower elects to deposit with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of Agent the principal amount of any Tranche Euro-Dollar Borrowing breakage costs and other Eurodollar Loan related costs to be incurred by the Borrower under this Agreement with respect to the prepayment of such Eurodollar Loan prior to the maturity thereofend of an Interest Period, by paying any such prepayment of Eurodollar Loans may only be made on the principal amount to be prepaid together last day of an Interest Period with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIIIrespect thereto. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a any such notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Term Loan Lender or Revolving Credit Lender, as the case may be, 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, in the case of prepayments of the contents Term Loans only, accrued interest to such date on the amount prepaid. The first $10,000,000 of optional prepayments of the Term Loans shall be applied to the installments thereof as the Borrower elects, and thereafter ratably based on the remaining number of such Lender’s ratable share payments thereof. Amounts prepaid on account of such prepayment and such notice, once received by the Administrative Agent, Term Loans may not be reborrowed. Partial prepayments shall not thereafter be revocable by the Borrowerin an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.

Optional Prepayments. (a) The Borrower Loans may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, be prepaid in whole at any time, or from time to time in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in amounts aggregating an aggregate principal amount of at least $1,000,000 or any larger 2,000,000 and an integral multiple of $100,000 100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day's prior oral or written notice of each prepayment of any Eurodollar Loans, or any lesser amount equal portion thereof, and notice to the outstanding balance Administrative Agent not less than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such Advance)proposed prepayment; and (d) so long as no Event of Default is continuing, by paying prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, (ishall become due and payable on such prepayment date, and the provisions of Section 2.02(e) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied applicable. The Company shall have no optional right to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included Loan (other than a Discretionary Loan) other than as provided in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by the Borrower3.01.

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon notice to the Administrative Agent by the Borrower, at any time, time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in amounts aggregating at least Section 2.05(a)(iv)); provided that (1) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) RFR Business Days prior to any date of prepayment of Term SOFR Loans, (B) five (5) RFR Business Days prior to any date of prepayment of RFR Loans denominated in any Alternative Currency, (C) four (4) Eurocurrency Banking Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in any Alternative Currency and (D) 1:00 p.m., on the same Business Day as the date of prepayment of Base Rate Loans, (2) any prepayment of Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans shall be in a principal amount of $1,000,000 or any larger integral a whole multiple of $100,000 (or any lesser amount equal to 500,000 in excess thereof or, in each case, the outstanding balance of such Advance), by paying the entire principal amount to be prepaid together with accrued interest thereon to the date thereof then outstanding and (3) any prepayment of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing Loans shall be in a principal amount of $1,000,000 or Index Euro-Dollar Borrowing or (ii) without any noticea whole multiple of $500,000 in excess thereof or, any Swing Borrowingin each case, the entire principal amount thereof then outstanding. Each such optional notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan, Eurocurrency Rate Loan or RFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied (iagainst the scheduled repayments of Term Loans of the relevant Class under Section 2.07 in direct order of maturity) first and shall be paid to any Swing Advances outstanding, and the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) then applied to prepay ratably The Borrower may, upon notice to the Revolver Advances of Swing Line Lender (with a copy to the several Lenders outstanding 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 11:00 a.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 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 or prepayment amount specified in such notice shall be due and payable on the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advancesdate specified therein. (biii) Subject to any payments required pursuant Notwithstanding anything to the terms of Article VIII for such Tranche Euro-Dollar Borrowingcontrary contained in this Agreement, the Borrower maymay rescind any notice of prepayment or change the date of any such prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all or a portion of the Facilities, upon at least three which refinancing shall not be consummated or shall otherwise be delayed. (3iv) Domestic Business Day’s In the event that the Borrower (x) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Initial Term Loans, in each case prior written noticeto the six (6) month anniversary of the Closing Date, prepay the Borrower shall pay a premium in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser an amount equal to 1.00% of (A) in the outstanding balance case of such Advances) all or any portion clause (x), the amount of the principal Initial Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of any Tranche Euro-Dollar Borrowing the applicable Initial Term Loans outstanding immediately prior to the maturity thereofsuch amendment, by paying the principal amount in each case to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by for the Borrowerratable account of each of the Initial Term Lenders.

Optional Prepayments. (a) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole at any time, or time and from time to time prepay the Revolving Loans, the Swingline Loans, New Term Loans or the Term Loans, in part whole or in amounts aggregating at least $1,000,000 part, without premium or any larger integral multiple of $100,000 (or any lesser amount equal penalty, upon irrevocable notice delivered to the outstanding balance Administrative Agent no later than 12:00 Noon, Local Time, three Business Days prior thereto, in the case of such Advance)Eurocurrency Loans, by paying and no later than 12:00 Noon, New York City time, one Business Day prior thereto, in the principal amount to be prepaid together with accrued interest thereon to case of ABR Loans, which notice shall specify (i) the date and amount of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without whether the prepayment is of Revolving Loans, Swingline Loans, Term Loans or New Term Loans of any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstandingTranche, and if such prepayment is of Revolving Loans or Swingline Loans, the Class of Revolving Loans to be prepaid and (iiiii) then applied to prepay ratably to whether the Revolver Advances prepayment is of Eurocurrency Loans or ABR Loans; provided that if a Eurocurrency Loan is prepaid on any day other than the last day of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar BorrowingInterest Period applicable thereto, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum shall also pay any amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required owing pursuant to the terms of Article VIIISection 2.21. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a any such notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein (provided that such notice may be conditioned on receiving the proceeds of any refinancing), together with (except in the contents thereof case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans or New Term Loans of a Class and of such Lender’s ratable share Revolving Loans of such prepayment a Class shall be in an aggregate principal amount of (i) $1,000,000 or a whole multiple of $100,000 in excess thereof (in the case of prepayments of ABR Loans) or (ii) $1,000,000 or a whole multiple of $500,000 in excess thereof (in the case of prepayments of Eurocurrency Loans), and such notice, once received by in each case shall be subject to the Administrative Agent, provisions of Section 2.18. Partial prepayments of Swingline Loans of a Class shall not thereafter be revocable by the Borrowerin an aggregate principal amount of $50,000 or a whole multiple of $50,000 in excess thereof.

Optional Prepayments. (ai) The Any Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon notice from such Borrower to the Administrative Agent, at any time, time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part in amounts aggregating at least $1,000,000 without premium or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one penalty; provided that (1) Domestic Business Day’s such notice to must be received by the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or not later than 1:00 p.m., Local Time (iiA) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied three (i3) first Business Days prior to any Swing Advances outstandingdate of prepayment of Term SOFR Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (iiC) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to of Base Rate AdvancesLoans 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, (bin each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) secondand Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, to Index Euro-Dollar Advances; (c) lastlyand of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by any Borrower, to Tranche Euro-Dollar Advances. (b) Subject to such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan, a Eurocurrency Rate Loan or other Alternative Currency Loan, in each case, shall be accompanied by all accrued interest thereon, together with any payments additional amounts required pursuant to Section 3.04. Each prepayment of the terms of Article VIII for Loans pursuant to this Section 2.05(a) shall be applied as directed by the applicable Borrower (it being understood and agreed that if such Tranche Euro-Dollar Borrowing, Borrower does not so direct at the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance time of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereofprepayment, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances Term Loans on a pro rata basis across Classes and pro rata among Lenders within each Class in accordance with the respective outstanding principal amounts thereof (which prepayments shall be applied to against the scheduled repayments of Term Loans of the several relevant Class under Section 2.07 in direct order of maturity)) and shall be paid to the Appropriate Lenders included in such Tranche Euro-Dollar Borrowingaccordance with their respective Applicable Percentages. (cii) Upon receipt of Notwithstanding anything to the contrary contained in this Agreement, a Borrower may rescind any notice of prepayment pursuant 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) [Reserved]. 105 #98388029v19 (iv) Any Borrower may, upon notice to this Section 2.10the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent shall promptly notify each Lender not later than 1:00 p.m. on the date of the contents thereof prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such Lender’s ratable share of prepayment. If such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice, once received by notice shall be due and payable on the Administrative Agent, shall not thereafter be revocable by the Borrowerdate specified therein.

Optional Prepayments. (a) The Borrower may shall have the right to prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, Loans in whole at any time, or in part from time to time in part in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such Advance)time; provided, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepaymenthowever, that (i) upon at least one (1) Domestic Business Day’s notice to each partial prepayment of a Revolving Loan and the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment Term Loan shall be applied in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof (i) first to any Swing Advances outstandingor the remaining outstanding principal amount), and (ii) then applied to prepay ratably to 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 (or the Revolver Advances of the several Lenders remaining outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the principal amount). The Borrower may, upon at least shall give three (3) Domestic Business Days' irrevocable notice in the case of LIBOR Rate Loans and one (1) Business Day’s prior written notice's irrevocable notice in the case of Alternate Base Rate Loans, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such AdvancesAdministrative Agent (which shall notify the Lenders thereof as soon as practicable). Amounts prepaid under this Section 2.7 (a) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances outstanding Loans as the Borrower may elect; provided that (A) any prepayment of the several Lenders included Term Loan shall be applied pro rata to the remaining Term Loan amortization payments set forth in Section 2.2(b) and (B) each Lender shall receive its pro rata share (except with respect to prepayments of Swingline Loans) of any such Tranche Euro-Dollar Borrowing. (cprepayment based on its Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable. Within the foregoing parameters, prepayments under this Section shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.7(a) Upon receipt shall be subject to Section 2.17, but otherwise without premium or penalty; provided that any prepayment of a notice of prepayment the outstanding Term Loan pursuant to this Section 2.102.7(a) (with proceeds of a new tranche of term loans under this Credit Agreement or other optional prepayment) (1) during the first year following the Closing Date shall be made at 101% of par, and (2) thereafter shall be made at par. Interest on the Administrative Agent principal amount prepaid shall promptly notify each Lender be payable on the next occurring Interest Payment Date that would have occurred had such Loans not been prepaid or, at the request of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Term Loans may not thereafter be revocable by the Borrowerreborrowed.

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon notice to the Administrative Agent by the Borrower, at any time, time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in amounts aggregating at least $1,000,000 Section 2.05(a)(iv)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans (or, in the case of a Eurocurrency Rate Borrowing denominated in a Multicurrency Tranche 1 Alternative Currency or Multicurrency Tranche 2 Alternative Currency, not later than 1:00 p.m., Local Time, three (3) Business Days before any larger integral multiple date of $100,000 prepayment) and (or any lesser amount equal to the outstanding balance of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to B) on the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of the Borrowing Minimum or Index Euro-Dollar a whole multiple of the Borrowing or (ii) without any noticeMultiple in excess thereof, any Swing Borrowingin each case, the entire principal amount thereof then outstanding. Each such optional notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied 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 (iagainst the scheduled repayments of Term Loans of the relevant Class under Section 2.07 in direct order of maturity) first and shall be paid to any Swing Advances outstanding, and the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) then applied to prepay ratably The Borrower may, upon notice to the Revolver Advances of Swing Line Lender (with a copy to the several Lenders outstanding 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., New York City time, on the date of the prepayment and (2) any such prepayment shall be in a minimum principal amount of $1,000,000 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 or prepayment amount specified in such notice shall be due and payable on the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advancesdate specified therein. (biii) Subject to any payments required pursuant Notwithstanding anything to the terms of Article VIII for such Tranche Euro-Dollar Borrowingcontrary contained in this Agreement, the Borrower maymay rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, upon at least three which refinancing shall not be consummated or shall otherwise be delayed. (3iv) Domestic Business Day’s (A) In the event that the Borrower makes any prepayment of Term B-1 Loans in connection with any Repricing Transaction or effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans prior written noticeto the first anniversary of the Closing Date, prepay the Borrower shall pay a premium in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser an amount equal to the outstanding balance of such Advances) all or any portion 1.0% of the principal amount of any Tranche Euro-Dollar Borrowing the Term B-1 Loan being prepaid or the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to the maturity thereofsuch amendment, by paying the principal amount respectively, to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by for the Borrowerratable account of each of the Term B-1 Lenders.

Optional Prepayments. (a) The Borrower may may, upon at least one (1) Business Day’s notice to the Administrative Agent, prepay any Group of Base Rate Borrowing or Index Euro-Dollar BorrowingLoans, in whole at any time, or from time to time in part in amounts aggregating at least One Million Dollars ($1,000,000 1,000,000) or any larger integral multiple of One Hundred Thousand Dollars ($100,000 (or any lesser amount equal to the outstanding balance of such Advance100,000), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Loans of the several Banks included in such Group or Borrowing. (b) The Borrower may, upon at least one (1) Business Days’ notice to the Administrative Agent, prepay any Euro-Dollar Advances Loan as of the several Lenders included last day of the Interest Period applicable thereto. Except as provided in such Tranche Article 8 and except with respect to any Euro-Dollar BorrowingLoan which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or 8.4 hereof, the Borrower may not prepay all or any portion of the principal amount of any Euro-Dollar Loan prior to the end of the Interest Period applicable thereto unless the Borrower shall also pay any applicable expenses pursuant to Section 2.13. Any such prepayment shall be upon at least three (3) Business Days notice to the Administrative Agent. Each such optional prepayment shall be in the amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans of the Banks included in any Group of Euro-Dollar Loans, except that any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or 8.4 hereof may be prepaid without ratable payment of the other Loans in such Group of Loans which have not been so converted. (c) Upon receipt Subject to the provisions of a notice of prepayment Section 2.3, any amounts so prepaid pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall 2.11(a) or (b) may not thereafter be revocable by the Borrowerreborrowed.

Optional Prepayments. (ai) The Each Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon notice from the Company to the Applicable Administrative Agent, at any time, time or from time to time voluntarily prepay Loans of a given Class in whole or in part without premium or penalty (except as provided in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 clause (or any lesser amount equal to E) below); provided that (A) such notice must be received by the outstanding balance of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one Applicable Administrative Agent not later than 2:00 p.m. (1) Domestic three Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first Days prior to any Swing Advances outstandingdate of prepayment of SOFR Loans, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies or S▇▇▇▇ Loans and (ii3) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment prepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency Rate Loans, S▇▇▇▇ Loans or prepayment SOFR Loans shall be in a principal amount of $1,000,000 (or the Dollar Equivalent thereof, in the following order case of Alternative Currencies) or priority: a whole multiple of $1,000,000 (aor the Dollar Equivalent thereof, in the case of Alternative Currencies) first, to in excess thereof (or the entire principal amount thereof then outstanding); (C) any prepayment of Base Rate Advances, Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (b) second, to Index Euro-Dollar Advancesor the entire principal amount thereof then outstanding); (cD) lastlyany such notice may be conditioned on the effectiveness of other 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 Tranche Euro-Dollar Advances. (b) Subject to any payments the extent required pursuant to Section 2.09(b) or Section 2.09(d), as applicable. Each such notice shall specify the terms date and amount of Article VIII for such Tranche Euro-Dollar Borrowingprepayment, the Borrower may, upon at least three Facility under which such Loan was made (3and the Class thereof) Domestic Business Day’s prior written notice, prepay in minimum amounts and the Type(s) and currencies of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount Loans to be prepaid together with accrued interest thereon and, if Eurocurrency Rate Loans or SOFR Loans are to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent shall will promptly notify each Lender receiving a prepayment of the contents thereof Applicable Administrative Agent’s receipt of each such notice, and of the amount of such Lender’s ratable share portion of such prepayment and (based on such notice, once received Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Administrative AgentCompany, the applicable Borrower shall not thereafter make such prepayment and the payment amount specified in such notice shall be revocable due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan, a S▇▇▇▇ Loan or a SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans of a given Class pursuant to this Section 2.05(a) shall be applied as directed by the BorrowerCompany and, if no direction is given, to the principal repayment installments of such Class of Term Loans in 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. (a) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole at any time, or time and from time to time in part in amounts aggregating at least $1,000,000 prepay the Revolving Loans or any larger integral multiple Tranche of $100,000 (Term Loans, in whole or any lesser amount equal in part, without premium or penalty except as specifically provided in Section 2.11(b), upon irrevocable written notice delivered to the outstanding balance Administrative Agent no later than 12:00 Noon, New York City time, (i) three Business Days prior thereto, in the case of such Advance)Eurocurrency Loans that are Revolving Loans or Term Loans, by paying (ii) one Business Day prior thereto, in the principal amount to be prepaid together with accrued interest thereon to case of ABR Loans that are Term Loans and (iii) on the date of prepayment, in the case of ABR Loans that are Revolving Loans, which notice shall specify (ix) upon at least one the date and amount of prepayment, (1y) Domestic Business Day’s notice to whether the Administrative Agent any Borrowing that prepayment is of Revolving Loans or a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, Tranche of Term Loans and (iiz) then applied to prepay ratably to whether the Revolver Advances prepayment is of Eurocurrency Loans or ABR Loans; provided that if a Eurocurrency Loan is prepaid on any day other than the last day of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar BorrowingInterest Period applicable thereto, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum shall also pay any amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required owing pursuant to the terms of Article VIIISection 2.21. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a any such notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein (provided that any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any transaction or the receipt of proceeds to be used for such payment, in each case specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied), together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and of Revolving Loans shall be in an aggregate principal amount of (i) $1,000,000 or a whole multiple of $100,000 in excess thereof (in the case of prepayments of ABR Loans) or (ii) $1,000,000 or a whole multiple of $500,000 in excess thereof (in the case of prepayments of Eurocurrency Loans), and in each case shall be subject to the provisions of Section 2.18. (b) Any prepayment made on or after the Seventh Amendment Effective Date pursuant to this Section 2.11 or Section 2.12(a) of the contents thereof Initial Tranche B Term Loans as a result of a Repricing Transaction shall be 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 six-month anniversary of the Seventh Amendment Effective Date. (c) Notwithstanding any other provision of this Section 2.11, a Lender may, at its option, and if agreed by the Borrower, in connection with any prepayment of Tranche B Term Loans pursuant to Section 2.11(a), exchange such Lender’s portion of the Tranche B Term Loan to be prepaid for Rollover Indebtedness, in lieu of such Lender’s ratable share pro rata portion of such prepayment (and any such notice, once received Tranche B Term Loans so exchanged shall be deemed repaid for all purposes under the Loan Documents). (d) In connection with any optional prepayments by the Administrative AgentBorrower of the Term Loans pursuant to this Section 2.11, such prepayments shall not thereafter be revocable by applied on a pro rata basis to the Borrowerthen outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans.

Optional Prepayments. (a) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon written notice to the Administrative Agent, at any time, time or from time to time voluntarily prepay Term Loans in whole or in part without premium or penalty except as set forth in amounts aggregating at least Section 2.10(b) below; provided that (1) such notice must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) (A) three (3) Business Days prior to any date of prepayment of LIBOR RateSOFR Loans and (B) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (2) any prepayment of LIBOR RateSOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof; and (3) any larger integral prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 (or any lesser amount equal to in excess thereof or, in each case, if less, the outstanding balance of such Advance), by paying the entire principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a LIBOR RateSOFR Loans or Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any noticeLoans, any Swing Borrowingas the case may be, then outstanding. Each such optional prepayment notice shall specify the date (which shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic a Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser ) and amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIIIprepayment. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the The Administrative Agent shall promptly notify each Lender of its receipt of each such notice, and of the contents thereof and amount of such Lender’s ratable share portion of such prepayment. If such notice is given by Borrower then Borrower shall make such prepayment and the payment amount specified in such noticenotice shall be due and payable on the date specified therein. Any optional prepayment of the Term Loans shall be accompanied by all accrued interest thereon, once received and any Prepayment Premium as set forth in Section 2.10(b) (if applicable) and with respect to any optional prepayment of a LIBOR RateSOFR Loan shall be accompanied by any additional amounts required pursuant to Section 2.12(b)(ii). Any prepayment of principal under this Section 2.4(c) shall be applied to the Administrative Agentremaining amortization payments as directed by Borrower in the applicable prepayment notice (or, shall not thereafter be revocable by if no direction is provided, to the Borrowerremaining amortization payments in direct order of maturity.

Optional Prepayments. (ai) The Borrowers may, upon notice to the Administrative Agent by the Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar BorrowingRepresentative, in whole at any time, time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such AdvanceSection 2.05(a)(iv), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one ); provided that (1) Domestic Business Day’s such notice to must be received by the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or not later than 1:00 p.m., Local Time (iiA) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied three (i3) first Business Days prior to any Swing Advances outstanding, date of prepayment of Eurocurrency Rate Loans and (iiB) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to of Base Rate AdvancesLoans 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, (bin each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) secondand Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, to Index Euro-Dollar Advances; (cand of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower Representative, the applicable Borrower(s) lastlyshall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, to Tranche Euro-Dollar Advances. (b) Subject to together with any payments additional amounts required pursuant to Section 3.04. Each prepayment of the terms of Article VIII for such Tranche Euro-Dollar Borrowing, Loans pursuant to this Section 2.05(a) shall be applied as directed by the Borrower may, upon Representative (it being understood and agreed that if the Borrower Representative does not so direct at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance time of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereofprepayment, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances Term Loans (including, for the avoidance of doubt, the Initial Term Loans) on a pro rata basis across Classes and pro rata among Lenders within each Class in accordance with the respective outstanding principal amounts thereof (which prepayments shall be applied to against the scheduled repayments of Term Loans of the several relevant Class under Section 2.07 in direct order of maturity)) and shall be paid to the Appropriate Lenders included in such Tranche Euro-Dollar Borrowingaccordance with their respective Applicable Percentages. (cii) Upon receipt of a [Reserved]. (iii) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 3.04, the Borrower Representative may rescind any notice of prepayment pursuant 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. (iv) In the event that, on or prior to this Section 2.10the date that is six (6) months after the Closing Date, the Administrative Agent Borrowers (i) make any prepayment of Initial Term Loans in connection with any Repricing Event or (ii) effect any amendment of this Agreement resulting in a Repricing Event, the Borrowers shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by pay or cause to be paid to the Administrative Agent, shall not thereafter be revocable by for the Borrowerratable account of each of the applicable Initial Term Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the amount of the Initial Term Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment.

Optional Prepayments. (a) The Borrower or any Borrowing Subsidiary may (i) upon at least one Domestic Business Day's notice to the Administrative Agent, prepay any Base Rate Borrowing (or Index any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.1) and (ii) upon at least three Euro-Dollar Currency Business Days' notice to the Administrative Agent, subject to Section 2.13, prepay any Euro-Currency Borrowing, in whole at any time, or from time to time in part in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such Advance)part, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent ; provided that any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional partial prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts amount of $1,000,000 with additional increments 25,000,000 (or the Foreign Currency Equivalent thereof, in the case of Foreign Currency Loans) or any multiple of $100,000 5,000,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity Foreign Currency Equivalent thereof, by paying in the principal amount to be prepaid together with accrued interest thereon to the date case of prepayment and such payments required pursuant to the terms of Article VIIIForeign Currency Loans) in excess thereof. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances Loans of the several Lenders Banks included in such Tranche Euro-Dollar Borrowing. (b) Except as provided in clause (i) of Section 2.11(a), the Borrower and any Borrowing Subsidiaries may not prepay all or any portion of the principal amount of any Money Market Loan prior to the maturity thereof. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10Section, the Administrative Agent shall promptly notify each Lender Bank of the contents thereof and of such Lender’s Bank's ratable share of (if any)of such prepayment and such notice, once received by the Administrative Agent, notice shall not thereafter be revocable by the BorrowerBorrower or the Borrowing Subsidiary, as the case may be.

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowingmay, in whole upon notice to the Administrative Agent by the Borrower, at any time, time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in amounts aggregating at least $1,000,000 or Section 2.05(a)(iv)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, prepayment of Eurocurrency Rate Loans and (iB) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s Day prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment of Base Rate Loans, (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such payments notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to the terms of Article VIIISection 3.04. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such optional prepayment, such prepayment shall be applied to prepay ratably against the Tranche Euro-Dollar Advances scheduled repayments of Term Loans of the several relevant Class under Section 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders included in such Tranche Euro-Dollar Borrowingaccordance with their respective Applicable Percentages. (cii) Upon receipt of a [Reserved]. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment pursuant 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. (iv) In the event that the Borrower (x) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to this Section 2.10Initial Term Loans, in each case prior to the six (6) month anniversary of the ClosingSecond Amendment Effective Date, the Administrative Agent Borrower shall promptly notify each Lender pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the contents thereof and Initial Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such Lender’s ratable share of such prepayment and such noticeamendment, once received by in each case to the Administrative Agent, shall not thereafter be revocable by for the Borrowerratable account of each of the Initial Term Lenders.

Optional Prepayments. (ai) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole shall have the right at any time, or time and from time to time to prepay any Borrowing in part whole or in amounts aggregating at least $1,000,000 part, without premium or penalty, subject to prior notice in accordance with paragraph (a)(ii) of this Section. (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy or transmission by electronic communication in accordance with Section 9.01(b)) of any larger integral multiple prepayment hereunder (i) (x) in the case of $100,000 prepayment of a Eurocurrency Borrowing in Dollars, not later than 2:00 p.m., New York City time, three (or any lesser amount equal to the outstanding balance of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to 3) Business Days before the date of prepayment, or (iy) upon at least one four Business Days (1or five, in the case of prepayment of Loans denominated in Special Notice Currencies) Domestic Business Day’s notice prior to any date of prepayment of Eurocurrency Loans denominated in Alternative Currencies, (ii) in the Administrative Agent any Borrowing that is case of prepayment of a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any noticeBorrowing, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstandingnot later than noon, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding New York City time, on the date of payment prepayment or prepayment (iii) in the following order or priority: (a) firstcase of prepayment of a Swingline Loan, to Base Rate Advancesnot later than 2:00 p.m., (b) secondNew York City time, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to on the terms date of Article VIII for prepayment. Each such Tranche Euro-Dollar Borrowing, notice shall be irrevocable and shall specify the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of prepayment date and the principal amount of any Tranche Euro-Dollar each Borrowing prior to the maturity thereof, by paying the principal amount or portion thereof to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of prepaid; provided that, if a notice of prepayment pursuant is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to this Section 2.10a Borrowing, the Administrative Agent shall promptly notify each Lender advise the Lenders of the contents thereof thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included 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 of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by the Borrowersubject to Section 2.15.

Optional Prepayments. (ai) The Borrowers may, upon notice to the Administrative Agent by the Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar BorrowingRepresentative, in whole at any time, time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such AdvanceSection 2.05(a)(iv), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one ); provided that (1) Domestic Business Day’s such notice to must be received by the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or not later than 1:00 p.m., Local Time (iiA) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied three (i3) first Business Days prior to any Swing Advances outstanding, date of prepayment of Eurocurrency Rate Loans and (iiB) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to of Base Rate AdvancesLoans (other than Swingline 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, (bin each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) secondand Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, to Index Euro-Dollar Advances; (cand of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower Representative, the applicable Borrower(s) lastlyshall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, to Tranche Euro-Dollar Advances. (b) Subject to together with any payments additional amounts required pursuant to Section 3.04. Each prepayment of the terms of Article VIII for such Tranche Euro-Dollar Borrowing, Loans pursuant to this Section 2.05(a) shall be applied as directed by the Borrower may, upon Representative (it being understood and agreed that if the Borrower Representative does not so direct at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance time of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereofprepayment, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances Term Loans (including, for the avoidance of doubt, the Term B-1 Loans and the Term B-2 Loans) on a pro rata basis across Classes and pro rata among Lenders within each Class in accordance with the respective outstanding principal amounts thereof (which prepayments shall be applied to against the scheduled repayments of Term Loans of the several relevant Class under Section 2.07 in direct order of maturity)) and shall be paid to the Appropriate Lenders included in such Tranche Euro-Dollar Borrowingaccordance with their respective Applicable Percentages. (cii) Upon receipt The Borrower Representative may, upon delivery of a notice of prepayment pursuant to this Section 2.10the Swingline Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swingline Lender and the Administrative Agent shall promptly notify each Lender not later than 1:00 p.m. Local Time on the date of the contents prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such Lender’s ratable share of prepayment. If such notice is given by the Borrower Representative, unless rescinded, the US Borrower shall make such prepayment and the payment amount specified in such noticenotice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, once received by the Borrower Representative 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. (iv) In the event that, on or prior to the date that is six (6) months after the Closing Date, the Term Borrowers (i) make any prepayment of Term B Loans in connection with any Repricing Event or (ii) effect any amendment of this Agreement resulting in a Repricing Event, the Term Borrowers shall pay or cause to be paid to the Administrative Agent, shall not thereafter be revocable by for the Borrowerratable account of each of the applicable Term B Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the amount of the Term B Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Term B Loans outstanding immediately prior to such amendment.

Optional Prepayments. (a) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar BorrowingSubject to Section 4.4, in whole the Borrowers may, upon notice to the Agent, at any time, time or from time to time voluntarily prepay Loans (other than Swingline Loans) in whole or in part in amounts aggregating at least $1,000,000 without premium or penalty; provided that such notice must be received by the Agent not later than 12:00 noon (New York City time) (A) three Business Days prior to any larger integral multiple date of $100,000 prepayment of Eurodollar Rate Loans and (or any lesser B) on the date of prepayment of Base Rate Loans. Such notice of prepayment shall be irrevocable and specify the date and amount equal to the outstanding balance of such Advance), by paying prepayment and the principal amount Type(s) of Loans to be prepaid and whether the Loans to be prepaid are Acquisition Loans or Revolving Loans. The Agent will promptly notify each Bank of its receipt of any such notice, and of such Bank's Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with with, in the case of Eurodollar Rate Loans, accrued interest thereon to such date on the amount prepaid and any amounts required pursuant to Section 4.4; provided, that no amount of any optional prepayment under this Section 2.6(a) may be applied to the Revolving Loans unless and until all Specified Acquisition Loans have been paid in full. (b) The Borrowers may, upon notice to the Swing Line Bank (with a copy to the Agent), at any time or from time to time, voluntarily prepay Swingline 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 12:00 noon (New York City time) on the date of the prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the Revolver Advances date and amount of such prepayment. If such notice is given by the several Lenders outstanding Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advancesspecified therein. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) The Borrower may Borrowers may, upon at least one (1) Domestic Business Day's notice to the Administrative Agent, prepay any Alternate Base Rate Borrowing or Index Euro-Dollar Borrowing, Swing Loan Borrowing in whole at any time, or from time to time in part in amounts aggregating at least One Million Dollars ($1,000,000 1,000,000) or any larger integral multiple of One Hundred Thousand Dollars ($100,000 (or any lesser amount equal to the outstanding balance of such Advance100,000), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar Advances Loans of the several Lenders included in such Tranche Euro-Dollar Borrowing. (b) The Borrowers may, upon at least three (3) Euro-Dollar Business Days' notice to the Administrative Agent, prepay any Euro-Dollar Loan as of the last day of the Interest Period applicable thereto. Except as provided in Article VIII, the Borrowers may not prepay all or any portion of the principal amount of any Euro-Dollar Loan prior to the end of the Interest Period applicable thereto unless the Borrowers shall also pay any applicable expenses pursuant to Section 2.13. The Administrative Agent shall notify the Borrowers of any amounts due pursuant to Section 2.13 in connection with such prepayment within one (1) Euro-Dollar Business Days after receipt of such notice of prepayment from the Borrowers (but subject to the right to submit subsequently a corrected statement). Each such optional prepayment shall be in the amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans of the Lenders included. (c) The Borrowers may at any time and from time to time cancel all or any part of the Commitments or Swing Line Commitments, in a minimum amount of Ten Million Dollars ($10,000,000) or any larger multiple of One Million Dollars ($1,000,000), by the delivery to the Administrative Agent of a notice of cancellation within the applicable time periods set forth in Sections 2.12(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 cancelled, upon at least one (1) Domestic Business Day's notice to the Administrative Agent and the Swing Lender, if applicable, whereupon, in either event, all or such portion of the Commitments, as applicable, shall terminate as to the Lenders, pro rata on the date set forth in such notice of cancellation (or, in the case of the Swing Line Commitment, all or such portion of the Swing Line Commitment shall terminate as to the Swing Line Lender on the date set forth in the such notice of cancellation), and, if there are any Loans or Swing Loans then outstanding, Borrowers shall prepay, as applicable, all or such portion of Loans outstanding on such date in accordance with the requirements of Section 2.11(a) and (b). The Commitments may not be reduced to an amount less than $100,000,000 except in the event of the termination of the Commitments in full. Borrowers shall be permitted to designate in its notice of cancellation which Loans, if any, are to be prepaid. In no event shall Borrowers be permitted to cancel Commitments for which a Letter of Credit has been issued and is outstanding unless Borrowers return such Letter of Credit, undrawn, to the applicable Fronting Lender. The Facility Amount shall be reduced by the dollar amount of any reduction of the Commitments pursuant to this Section 2.11(c). (d) The Borrowers may at any time return any undrawn Letters of Credit to the Fronting Lender in whole, but not in part, and the Fronting Lender shall promptly cancel such returned Letters of Credit and give the Borrowers, the Administrative Agent and each of the Lenders notice of such cancellation. (e) Upon receipt of a notice of prepayment or cancellation or a return of an undrawn Letter of Credit pursuant to this Section 2.10Section, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s 's ratable share (if any) of such prepayment or cancellation and such notice, once received by the Administrative Agent, notice shall not thereafter be revocable by the BorrowerBorrowers. (f) Any amounts so prepaid pursuant to Section 2.11(a) or (b) may be reborrowed. In the event Borrowers elect to cancel all or any portion of the Commitments pursuant to Section 2.11(c) hereof, such amounts may not be reborrowed.

Optional Prepayments. (a) The Borrower may shall have the right to prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, Loans in whole at any time, or in part from time to time time; provided, however, that each partial prepayment of Revolving Loans, the Tranche A Term Loan and the Tranche B Term Loan shall be in part in amounts aggregating at least a minimum principal amount of $1,000,000 or any larger and integral multiple multiples of $250,000 in excess thereof with respect to LIBOR Rate Loans, and $500,000 and integral multiples of $100,000 (or any lesser in excess thereof with respect to Alternate Base Rate Loans, and each prepayment of Swingline Loans shall be in a minimum principal amount equal of $100,000 and integral multiples of $100,000 in excess thereof. The Borrower shall give three Business Days' irrevocable notice in the case of LIBOR Rate Loans and one Business Day's irrevocable notice in the case of Alternate Base Rate Loans, to the outstanding balance Administrative Agent (which shall notify the Lenders thereof as soon as practicable). Subject to the foregoing terms, amounts prepaid under this Section 2.8(a) shall be applied first ratably to the Tranche A Term Loan to the remaining scheduled principal installments thereof until paid in full and the Tranche B Term Loan to the remaining scheduled principal installments thereof until paid in full and then second to the Revolving Loans in each case first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of such Advance)Interest Period maturities. All prepayments under this Section 2.8(a) shall be subject to Section 2.18, by paying but otherwise without premium or penalty. Interest on the principal amount to prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid together with accrued or, at the request of the Administrative Agent, interest thereon to on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder through the date of prepayment, (i) upon at least one (1) Domestic Business Day’s notice to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (ii) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances of the several Lenders outstanding Amounts prepaid on the date of payment or prepayment Revolving Loans may be reborrowed in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to accordance with the terms of Article VIII for such Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity thereof, by paying the principal amount to be hereof. Amounts prepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably on the Tranche Euro-Dollar Advances of A Term Loan and the several Lenders included in such Tranche Euro-Dollar BorrowingB Term Loan may not be reborrowed. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by the Borrower.

Optional Prepayments. (a) The Borrower may prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing, in whole at any time, or from time to time in part in amounts aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at least one Revolving Credit Loans; and Term B Loans. Subject to Section 2.05(c) (1) Domestic Business Day’s notice solely with respect to the Administrative Agent any Borrowing that is a Base Rate Borrowing or Index Euro-Dollar Borrowing or (iiInitial Term B Loans) without any notice, any Swing Borrowing. Each such optional prepayment shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably to the Revolver Advances penultimate sentence of the several Lenders outstanding on the date of payment or prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second, to Index Euro-Dollar Advances; (c) lastly, to Tranche Euro-Dollar Advances. (b) Subject to any payments required pursuant to the terms of Article VIII for such Tranche Euro-Dollar Borrowingthis Section 2.05(a)(i), the Borrower may, upon at least three (3) Domestic Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with additional increments of $100,000 (or any lesser amount equal notice to the outstanding balance Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term B Loans or Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such Advancesnotice must be received by the Administrative Agent not later than 11:00 a.m. (1) all or any portion of the principal amount of any Tranche Euro-Dollar Borrowing three Business Days prior to the maturity thereof, by paying the principal amount to be prepaid together with accrued interest thereon to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and such payments required pursuant to (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of the terms of Article VIIIforegoing subclauses (B) and (C), if less, the entire principal amount thereof then outstanding. Each such optional notice shall specify the date and amount of such prepayment shall and the Type(s) of Loans to be applied prepaid and, if Eurodollar Rate Loans are to prepay ratably the Tranche Euro-Dollar Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10be prepaid, the Interest Period(s) of such Loans. The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of the contents thereof and amount of such Lender’s ratable share portion of such prepayment and (based on such notice, once received by Lender’s Applicable Percentage in respect of the Administrative Agent, shall not thereafter be revocable relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment delivered by Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction (provided further that, regardless of the conditionality of such prepayment, the Borrower shall pay any amounts required pursuant to Section 3.05 as a result of its failure to prepay such Loans on the specified date). Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term B Loans of any Class pursuant to this Section 2.05(a) shall be applied to the remaining principal repayment installments of such Class as directed by the Borrower, and, subject to Section 2.16, each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.