Common use of Optional Prepayments Clause in Contracts

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business 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 prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the 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.

Optional Prepayments. (i) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term the 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)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the date of prepayment of Base Rate ABR Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of ABR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Commitment Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the The Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereintherein (unless such notice expressly conditions such prepayment upon consummation of a refinancing transaction, disposition or other transaction which is contemplated to result in prepayment of the Loans, in which event such notice may be revocable or conditioned upon such consummation). 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 3.053.12. Each Subject to Section 3.15, each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesCommitment Percentages.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans Borrowing of any Class in whole or in part without premium or penalty (except as set forth belowin Section 2.05(a)(iii)); provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m., Local Time (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the date of prepayment of Base Rate Loans, Loans and (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 the Borrowing Minimum or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 the Borrowing Multiple in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.04. Each prepayment of any outstanding Term 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 to prepay the Term Loans on a pro rata basis across Classes and pro rata among Lenders within each Class in accordance with the respective outstanding principal amounts thereof (which prepayments shall be applied to against the scheduled repayments of such Term Loans of the relevant Class under Section 2.07(a) 2.07 in direct order of maturity)) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business 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 prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Incremental Facilities.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business 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 prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, on or prior to the first anniversary of the Closing Date, the Borrower (a) makes any prepayment of Term B Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, a prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment.

Optional Prepayments. (i) The Subject to subsection 4.15, Borrower maymay at any time and from time to time prepay Loans, upon in whole or in part, without premium or penalty, by irrevocable written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to Agent by 12:00 noon on the Administrative Agent and be received by Business Day preceding the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any proposed date of prepayment in the case of Eurodollar Rate Loans and (2) on the date of prepayment of Alternate Base Rate Loans, (B) any by 12:00 noon on the third Business Day preceding the proposed date of prepayment in the case of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereofLoans, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Revolving Credit Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) or Term Loans. Upon receipt of such Loans. The notice the Administrative Agent will shall 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)thereof. If such notice is given by the Borrowergiven, the Borrower shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified therein. Any prepayment Partial prepayments of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(asubsection 4.4 shall be in an aggregate principal amount equal to the lesser of (a) (i) $1,000,000 or a whole multiple of $100,000 in excess thereof with respect to Eurodollar Loans or (ii) $500,000 or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (b) the aggregate unpaid principal amount of the Term Loans. Partial prepayments of Revolving Credit Loans pursuant to this subsection shall be in an aggregate principal amount equal to the lesser of (a) (i) $1,000,000 or a whole multiple of $100,000 in excess thereof with respect to Eurodollar Loans or (ii) $500,000 or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (b) the aggregate unpaid principal amount of the Revolving Credit Loans (or the aggregate unpaid principal amount of Revolving Credit Loans maintained as Alternate Base Rate Loans (in the case of a prepayment of such Revolving Credit Loans) or as Eurodollar Loans with a single Interest Period (in the case of a prepayment of such Revolving Credit Loans)), as the case may be. Prepayments of the Term Loans pursuant to this subsection 4.4 shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiessubsection 4.7 below.

Optional Prepayments. (i) The Borrower may, upon notice to shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Term Loans of any Class and Revolving Credit Loans of any Class Borrowing, in whole or in part part, without premium or penalty penalty, by giving irrevocable written notice (except as set forth below); provided that (Aor telephonic notice promptly confirmed in writing) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not no later than 11:00 a.m. 12:00 noon, (1i) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any date such prepayment, (ii) in the case of any prepayment of Eurodollar any Base Rate Loans Borrowing, on the Business Day of such prepayment, and (2iii) in the case of Swingline Borrowings, on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Class(es) and Type(s) principal amount of Loans to be prepaid and, if Eurodollar Rate Loans are each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Interest Period(s) of such Loans. The Administrative Agent will shall promptly notify each Appropriate affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s ratable portion Pro Rata Share of any such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment aggregate 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 designated in such notice, together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.12(d); provided, together with any additional that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 3.052.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) a Borrowing shall be applied ratably to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of Loans comprising such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesBorrowing.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans or 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)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Fixed Rate Loans and (2B) on the one (1) Business Day prior to any date of prepayment of Base Floating Rate LoansLoans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (Bii) any prepayment of Eurodollar Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof, ; and (Ciii) any prepayment of Base Floating Rate Loans shall be in a principal amount of $250,000 100,000 or a whole multiple of $100,000 25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the then 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 it is conditioned upon the effectiveness of other credit facilities or other events. 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 Subject to Section 2.18, each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Revolving Percentages in respect of each of or Applicable Term Loan Percentages, as the relevant Facilities and Refinancing Facilitiescase may be.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business 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 prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, (i) on or prior to the first anniversary of the Closing Date, the Borrower (a) makes any prepayment of Term B Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, a prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment or (ii) on or prior to the six month anniversary of the Second Incremental Amendment Closing Date, the Borrower (a) makes any prepayment of Term B-2 Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, a prepayment premium equal to 1% of the amount of the Term B-2 Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B-2 Lenders to such amendment whose Term B-2 Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B-2 Loans of such non-consenting Term B-2 Lenders outstanding immediately prior to such amendment.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (1A) three (3) Business Days Days’ prior to any date of prepayment of Eurodollar 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 (2C) on the date of prepayment of Base Rate Loans, ; (B2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof, ; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term 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 such 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, Lenders in accordance with their respective Applicable Percentages Pro Rata Shares. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in respect this Agreement or any other Loan Document to the contrary, in the event that, on or prior to the first anniversary of the Closing Date, the Borrower (i) makes any prepayment of Term B Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the relevant Facilities and Refinancing Facilitiesapplicable Term B Lenders, a prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 3.07, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment.

Optional Prepayments. (ia) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay the Revolving Loans or any Tranche of Term Loans of any Class and Revolving Credit Loans of any Class Loans, in whole or in part part, without premium or penalty (except as set forth belowspecifically provided in Section 2.11(b); provided that (A) such , upon irrevocable written notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not no later than 11:00 a.m. 12:00 Noon, New York City time, (1i) three Business Days prior to any date thereto, in the case of prepayment Eurocurrency Loans that are Revolving Loans or Term Loans, (ii) one Business Day prior thereto, in the case of Eurodollar Rate ABR Loans that are Term Loans and (2iii) on the date of prepayment prepayment, in the case of Base Rate ABR Loans that are Revolving Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify (x) the date and amount of such prepayment, (y) whether the prepayment is of Revolving Loans or a Tranche of Term Loans and (z) whether the Class(es) and Type(s) prepayment is of Eurocurrency Loans to be or ABR Loans; provided that if a Eurocurrency Loan is prepaid and, if Eurodollar Rate Loans are to be prepaid, on any day other than the last day of 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 BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.21. Upon receipt of any such prepayment and notice the payment 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. Any prepayment therein (provided that any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of a Eurodollar Rate Loan shall any transaction or the receipt of proceeds to be accompanied 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 all 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, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Loans pursuant to this Section 2.05(a) and of Revolving Loans shall be applied 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 installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time provisions of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities2.18.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such penalty, upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) at least three Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and (2) on at least one Business Day prior thereto in the date of prepayment case of Base Rate Loans, which notice shall (Bi) any prepayment of Eurodollar Rate designate whether the Borrower is prepaying Revolving Credit 1 Loans, Revolving Credit 2 Loans, and/or Term Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (Cii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans to be or Base Rate Loans; provided, that if a Eurodollar Loan is prepaid and, if Eurodollar Rate Loans are to be prepaid, on any day other than the last day of 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 BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.21. Upon receipt of any such prepayment and notice the payment 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. Any prepayment , together with (except in the case of a Eurodollar Revolving Credit 1 Loans or Revolving Credit 2 Loans (unless all Revolving Credit 1 Loans or Revolving Credit 2 Loans, as applicable, are being repaid and the Revolving Credit 1 Commitments or Revolving Credit 2 Commitments, as applicable, terminated) that are Base Rate Loan shall be accompanied by all Loans and Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Credit 1 Loans, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Revolving Credit 2 Loans and Term Loans pursuant to this Section 2.05(a) Loans, in each case, 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 in an aggregate principal amount of such prepayment, such prepayment $5,000,000 or a whole multiple thereof. Partial prepayments of Swing Line Loans shall be applied against the scheduled repayments in an aggregate principal amount of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities$100,000 or a whole multiple thereof.

Optional Prepayments. (ia) The Each Borrower maymay at any time and from time to time prepay its Committed Rate Loans in whole or in part, without premium or penalty, but subject to the provisions of subsection 2.14, upon at least three Working Days’ irrevocable notice (by 11:00 A.M. Local Time), in the case of Eurocurrency Loans, or same day irrevocable notice in the case of ABR Loans, in each case to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business 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 prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Class(es) prepayment is of its Eurocurrency Loans, ABR Loans, or a combination thereof, and Type(s) if of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaida combination thereof, the Interest Period(s) amount of prepayment allocable to each. Upon receipt of such Loans. The notice the Administrative Agent will shall 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)Bank thereof. If such notice is given by the Borrowergiven, the Borrower delivering such notice shall make such prepayment prepayment, and the payment of the amount specified in such notice shall be due and payable payable, on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all , together with accrued interest to such date on the amount prepaid, together with prepaid and any additional amounts required payable pursuant to Section 3.05subsections 2.14 and 2.15. Each prepayment Except as provided in the immediately following sentence, partial prepayments shall be in an aggregate principal amount of any outstanding Term $5,000,000, or a whole multiple thereof (or comparable amounts reasonably determined by the Administrative Agent in the case of Foreign Currency Loans); provided, however, that after giving effect thereto, the aggregate principal amount of all Committed Rate Loans pursuant made on the same Borrowing Date shall not be less than $25,000,000 (or comparable amounts reasonably determined by the Administrative Agent in the case of Foreign Currency Loans). Anything contained in this subsection 2.6 to this Section 2.05(athe 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 applied in an amount equal to the installments thereof as directed by principal amount of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time Loans of such prepaymentBank being prepaid, such prepayment shall be applied against notwithstanding the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) amount thereof, and shall be paid to permitted notwithstanding the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each 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 Facilities Borrower and Refinancing Facilitiesthe relevant Bank.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 9:00 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 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, ; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and 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 FacilityPercentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any 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 such Term Loans under Section 2.07(a) in direct order of maturity) and 2.03 shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (i) The Borrower maymay at any time and from time to time prepay Borrowings, upon in whole or in part, with prior written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans Agent substantially in the form attached as Exhibit D (a “Notice 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 (APrepayment”) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent given not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2i) on the date same Business Day, in the case of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment Borrowing of Base Rate Loans shall or Swingline Loans (other than Swingline Loans repaid pursuant to the terms of any Treasury Management Agreement as to which no notice needs to be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof orgiven hereunder) and (ii) at least three (3) Business Days before, in each casethe case of any Borrowing of LIBOR Rate Loans, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Class(esprepayment is of (x) and Type(sa Revolving Credit Borrowing or a Swingline Borrowing, (y) in the case of a Revolving Credit Borrowing, a Borrowing of LIBOR Rate Loans to be prepaid or Base Rate Loans or (z) a combination of any of the foregoing, and, if Eurodollar Rate Loans are to be prepaidof a combination of any of the foregoing, the Interest Period(s) amount allocable to each. Upon receipt of such Loans. The notice, the Administrative Agent will shall 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 any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinset forth in such notice. Any prepayment Partial prepayments shall be in an aggregate amount of $500,000 or a whole multiple of $100,000 in excess thereof with respect to a Revolving Credit Borrowing of Base Rate Loans, $1,000,000 or a whole multiple of $500,000 in excess thereof with respect to a Revolving Credit Borrowing of LIBOR Rate Loans and $25,000 or a whole multiple of $10,000 in excess thereof with respect to a Swingline Borrowing (except, in the case of a Eurodollar Rate Loan Swingline Borrowing, as otherwise set forth in any applicable Treasury Management Agreement). A Notice of Prepayment received after 11:00 a.m. shall be accompanied by all accrued interest deemed received on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiesnext Business Day.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (1A) three (3) Business Days Days’ prior to any date of prepayment of Eurodollar 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 (2C) on the date of prepayment of Base Rate Loans, ; (B2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof, ; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term 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 such 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, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPro Rata Shares.

Optional Prepayments. (i) The Borrower may, upon notice delivery of a Repayment Notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part Revolving Loans outstanding under the Facility without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. noon, New York time, (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Revolving 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 Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Revolving Loans of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect Pro Rata Shares. Unless a Default or Event of each Default has occurred and is continuing or would arise as a result thereof, any payment or prepayment of the relevant Facilities Revolving Loans may be reborrowed by Borrower, subject to the terms and Refinancing Facilitiesconditions hereof.

Optional Prepayments. (i) The Borrower mayBorrowers may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (provided that any such notice may be conditioned on the occurrence of a transaction or other event and, if such condition is not satisfied on or prior to the date of such prepayment, may be revoked by the Parent Borrower in a written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1a) at least three Business Days prior to any date thereto, in the case of prepayment of Eurodollar Rate Eurocurrency Loans and (2) on the date of prepayment of Base Rate Loansdenominated in Dollars, (Bb) at least five Business Days prior thereto, in the case of Eurocurrency Loans denominated in 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 thereofOptional Currency, and (Cc) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof orat least one Business Day prior thereto, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurocurrency Loans to be or ABR Loans; provided that if a Eurocurrency Loan is prepaid and, if Eurodollar Rate Loans are to be prepaidon any day other than the last day of the Interest Period applicable thereto, the Interest Period(s) respective Borrower shall also pay any amounts owing pursuant to Section 2.21. Upon receipt of any such Loans. The notice the Administrative Agent will shall promptly notify each Appropriate relevant Lender of its receipt of each such noticethereof. Subject to the parenthetical contained in the preceding sentence, 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 if any such notice is given by the Borrowergiven, 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 , together with (except in the case of a Eurodollar Rate Loan shall be accompanied by all Revolving Credit Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid, together . 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 any additional amounts required pursuant to Section 3.05. Each prepayment prepayments of any outstanding Term Loans made pursuant to this Section 2.05(a) 2.11 shall be applied to remaining installments of the installments thereof Term Loans as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesParent Borrower.

Optional Prepayments. (i) The Borrower maymay at any time and from time to time prepay Revolving Credit Loans and Swingline Loans, upon in whole or in part, with irrevocable prior written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans Agent substantially in the form attached as Exhibit D (a “Notice 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 (APrepayment”) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent given not later than 11:00 a.m. 1:00 p.m. (1i) three on the same Business Days prior to any date of prepayment of Eurodollar Day as each Base Rate Loans Loan and each Swingline Loan and (ii) at least two (2) on the date of prepayment of Base Business Days before each LIBOR Rate LoansLoan, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline Loans to be prepaid or a combination thereof, and, if Eurodollar Rate Loans are to be prepaidof a combination thereof, the Interest Period(s) amount allocable to each; provided that a Notice of Prepayment may state that such notice is conditioned upon the effectiveness of debt or equity issuances, in which case, such notice may be revoked by the Borrower by notice to the Administrative Agent prior to the date of such Loansproposed prepayment if such issuance is not consummated. The Upon receipt of such notice, the Administrative Agent will shall promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Revolving Credit Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinset forth in such notice. Any prepayment Partial prepayments shall be in an aggregate amount of $1,000,000 or a Eurodollar whole multiple of $1,000,000 in excess thereof with respect to Base Rate Loan Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans and $100,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 1:00 p.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by all accrued interest on the any amount prepaid, together with any additional amounts required to be paid pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities5.9.

Optional Prepayments. (i) The Borrower may, upon notice shall have the right to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)from time to time; provided provided, however, that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of each partial prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Revolving Loans shall be in a minimum principal amount of (except in connection with any prepayment made pursuant to Section 5.21) $1,000,000 or a whole multiple and integral multiples of $500,000 100,000 in excess thereof, and (C) any each partial prepayment of Base Rate Loans a Swingline Loan shall be in a minimum principal amount of $250,000 or a whole multiple 100,000 and integral multiples of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such The Borrower shall give irrevocable notice shall specify the date and amount of such prepayment and in writing to the Class(esAdministrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) and Type(sthree (3) Business Days prior to the proposed date of Loans to be prepaid and, if Eurodollar prepayment in the case of EURIBOR/LIBOR Rate Loans are denominated in Dollars, (ii) one (1) Business Day prior to be prepaid, the Interest Period(s) proposed date of such Loans. The Administrative Agent will promptly notify each Appropriate Lender prepayment of its receipt of each such noticeAlternate 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 Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice prepaid shall be due and payable on any date that a prepayment is made hereunder through the date specified thereinof prepayment. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest Amounts prepaid on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Revolving Loans pursuant to this Section 2.05(a) shall and Swingline Loans may be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, reborrowed in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiesterms hereof.

Optional Prepayments. (ia) The Borrower Company may, subject to Section 7.11, at any time and from time to time, prepay any Revolving Credit Loans and, subject to the proviso hereto, Swing Line Loans borrowed by it which are then outstanding, in whole or in part, without premium or penalty, upon at least three Working Days’ irrevocable notice to the Administrative Agent, at any time in the case of Eurodollar Loans or from time Eurocurrency Loans, one Business Day’s irrevocable notice to time voluntarily prepay Term the Administrative Agent, in the case of Alternate Base Rate Loans of any Class (other than Swing Line Loans) 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 irrevocable notice must be in a form reasonably acceptable to the Administrative Agent and (which 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 (21:00 P.M., New York City time) on the date of prepayment prepayment, in the case of Base Rate Swing Line Loans, specifying (Bi) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, (ii) the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are principal amount to be prepaid, (iii) whether the Interest Period(sprepayment 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 (iv) whether the prepayment is of Eurodollar Loans, Eurocurrency Loans or Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount of prepayment allocable to each (and, with respect to such Eurodollar Loans and Eurocurrency Loans, each Tranche thereof), provided, however, that the Company shall not prepay any Swing Line Loans on any day on which the Company has requested a borrowing thereof. The Upon receipt of any such notice, the Administrative Agent will promptly notify each Appropriate affected 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)thereof. If any such notice is given by the Borrowergiven, the Borrower shall Company will make the prepayment specified therein, and such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any Each partial prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a7.2(a) shall be applied in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time case of such prepaymentSwing Line Loans, such prepayment shall be applied against the scheduled repayments $500,000 or a whole multiple of such Term Loans under Section 2.07(a) $100,000 in direct order of maturityexcess thereof) and shall be paid to the Appropriate Lenders, subject to comply with Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities7.7(g).

Optional Prepayments. (ia) The Borrower may, upon notice to the Administrative Agent, Borrowers may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth belowsubject to Section 2.10(b); provided that (A) such ), upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not (i) no later than 11:00 a.m. (1) 12:00 Noon, New York City time, three Business Days prior to any date thereto, in the case of prepayment of Eurodollar Rate Term Benchmark Loans and (2ii) on no later than 12:00 Noon, New York City time, one Business Day prior thereto, in the date case of prepayment of Base Rate ABR Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Term Benchmark Loans to be or ABR Loans; provided, that if a Term Benchmark Loan is prepaid and, if Eurodollar Rate Loans are to be prepaidon any day other than the last day of the Interest Period applicable thereto, the Interest Period(s) applicable Borrower shall also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such Loans. The notice the Administrative Agent will shall promptly notify each Appropriate relevant 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)thereof. If any such notice is given by the Borrowergiven, 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 , together with (except in the case of a Eurodollar Rate Loan shall be accompanied by all Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Loans pursuant to and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. All optional prepayments of Term Loans in accordance with this Section 2.05(a) 2.10 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 applicable Borrower. Partial prepayments of such prepayment, such prepayment Swingline Loans shall be applied against the scheduled repayments in an aggregate principal amount of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities$100,000 or a whole multiple thereof.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Revolving Credit Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Revolving Credit 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 Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.16, each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Revolving Credit Loans of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such penalty, upon notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not no later than 11:00 a.m. (1) 12:00 Noon, New York City time, three Business Days prior to any date of prepayment thereto, in the case 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 thereofand no later than 12:00 Noon, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof orNew York City time, one Business Day prior thereto, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans to be or ABR Loans; provided, that if a Eurodollar Loan is prepaid and, if Eurodollar Rate Loans are to be prepaid, on any day other than the last day of 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 BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.20. Each notice delivered by the Borrower pursuant to this Section 2.10 shall be irrevocable; provided, that such prepayment and notice may state that it is conditioned upon the payment occurrence of one or more events specified therein, which such notice may be revoked by the Borrower (by notice to the Administrative Agent no later than 10:00 A.M., New York City time, on the specified effective date) if such condition is not satisfied. 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. Any prepayment , together with (except in the case of a Eurodollar Rate Loan shall be accompanied by all Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Loans shall be in an aggregate principal amount of $1,000,000 (or, if the Term Loans then outstanding are less than $1,000,000, such lesser amount). Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.05(a) 2.10 shall be applied applied, in the case of Term Loans, to the installments thereof prepayment of the Term Loans in accordance with Section 2.17(b) and as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of or, absent such prepaymentdirection, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16and, in accordance with their respective Applicable Percentages in respect the case of each of Commitment reductions, to reduce permanently the relevant Facilities and Refinancing FacilitiesRevolving Commitments.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part Loans outstanding under the Revolver Facility and/or the Term Loan Principal Debt without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. a.m., New York time, (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect Pro Rata Shares. Unless a Default or Event of each Default has occurred and is continuing or would arise as a result thereof, any payment or prepayment of the relevant Facilities Revolver Loans may be reborrowed by Borrower, subject to the terms and Refinancing Facilitiesconditions hereof; but in no event following a payment or prepayment of Term Loans may any amount of the Term Loans so paid or prepaid be reborrowed.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth belowotherwise provided herein); provided that (A) such , upon notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) at least three Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and (2) on at least one Business Day prior thereto in the date of prepayment case of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment, whether such prepayment is of Term Loans or Revolving Credit Loans, and whether such prepayment is of Eurodollar Loans or Base Rate Loans; provided, that (i) if a Eurodollar Loan is prepaid on any day other than the Class(es) and Type(s) last day 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 BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.21 and (ii) no prior notice is required for the prepayment of Swing Line Loans. Any notice of prepayment given pursuant to this Section shall be irrevocable, provided, that such prepayment and notice may state that it is conditioned upon the payment effectiveness of other credit facilities, in which case such notice may be revoked if such condition is not satisfied. 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. Any prepayment , together with (except in the case of a Eurodollar Revolving Credit Loans that are Base Rate Loan shall be accompanied by all Loans and Swing Line Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Loans pursuant to this Section 2.05(a) and Revolving Credit Loans 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 in an aggregate principal amount of such prepayment, such prepayment $500,000 or a multiple of $50,000 in excess thereof. Partial prepayments of Swing Line Loans shall be applied against the scheduled repayments in an aggregate principal amount of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities$100,000 or a whole multiple thereof.

Optional Prepayments. (i) The Borrower mayCompany may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of ABR Loans, prepay, in whole or in part, either the outstanding Revolving Loans or the outstanding Term Loans, without premium or penalty, upon irrevocable notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty Agent (except as set forth below); provided that (A) such which notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than prior to 11:00 a.m. A.M. (1New York, New York time) (i) three (3) Business Days prior to the prepayment date if all or any date part of prepayment the Loans to be prepaid consist of Eurodollar Rate Loans and (2ii) on one (1) Business Day prior to the date of prepayment of Base Rate Loansdate, (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 thereofotherwise), and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans, ABR Loans to be prepaid or a combination thereof, and, if Eurodollar Rate Loans are to be prepaidof a combination thereof, the Interest Period(s) amount allocable to each. Upon receipt of any such Loans. The notice the Administrative Agent will shall promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If any such notice is given by the Borrowergiven, 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 payable pursuant to Section 3.053.5 and interest on the principal amount prepaid through the date of prepayment. Each prepayment Partial prepayments of any outstanding Revolving Loans or Term Loans pursuant 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 2.05(a2.6(a) shall be applied to as the installments thereof as directed by the Borrower (it being understood and agreed Company may elect; provided that if the Borrower does not so direct at Company fails to specify the time application of such prepayment, a voluntary prepayment of Revolving Loans then such prepayment shall be applied against the scheduled repayments of such Term first to ABR Loans under Section 2.07(a) and then to Eurodollar Loans in direct order of maturityInterest Period maturities. Voluntary prepayments of the Term Loans shall be applied to prepay on a pro rata basis the Term B Loan (pro rata to the remaining amortization payments thereunder) and shall be paid the Incremental Term Loan (pro rata to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiesremaining amortization payments thereunder).

Optional Prepayments. (i) The Any Borrower may, upon notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Revolving 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)penalty; provided provided, in each case, that (Ax) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) 1:00 p.m. three Business Days prior to any date of prepayment of Eurodollar 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 (2C) 11:00 a.m. on the date of prepayment of Base Rate Loans, ; (By) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, ; and (Cz) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment, the Loans to be prepaid, and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the a Borrower, the 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 Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.15, each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, applicable Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business 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 (23) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans or Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the 80 Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Incremental Facilities. The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Incremental Facilities or 100% of any Class of Facilities, which refinancing shall not be consummated or shall otherwise be delayed. In the event that the Borrower (x) makes any prepayment of any Term B-4 Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-4 Loans, in each case prior to the six (6) month anniversary of the Third Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Term B-4 Loans being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Term B-4 Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time on any Business Day, voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class Advances under one or more Classes in whole or in part part, without premium penalty or penalty (except as set forth below)premium; provided that (A) such notice must be in a form reasonably acceptable the Borrower shall have delivered to the Collateral Agent, the Lenders and the Administrative Agent and be received by written notice of such prepayment (such notice, a “Notice of Prepayment”) in the Administrative Agent form of Exhibit C not later than 11:00 a.m. 2:00 p.m. New York City time two (12) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of such prepayment (provided that no such Notice of Prepayment shall be required in connection with any voluntary prepayment of Base Rate LoansAdvances to cure any OC Ratio Breach). The Administrative Agent shall promptly notify the Lenders of such Notice of Prepayment. Each such Notice of Prepayment shall specify the portion of the outstanding principal balance under each Class that shall be prepaid and be irrevocable and effective upon receipt and shall be dated the date such notice is being given, (B) any signed by a Responsible Officer of the Borrower and otherwise appropriately completed. Each Notice of Prepayment shall provide for prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof orAdvances by the Borrower pursuant to this Section 2.06(a), in each case, in an aggregate principal amount of the Dollar Equivalent of at least $500,000 (other than a prepayment made in order to cure any Default or Event of Default) or, if less, the entire outstanding principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect Advances of the relevant Facility and Refinancing Facility)Borrower. If such notice a Notice of Prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any Such prepayment may be made with the proceeds of a Eurodollar Rate sale or liquidation of a Collateral Loan shall be accompanied by all accrued interest in accordance with the Facility Documents or out of amounts available in the Principal Collection Account on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time date of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part Loans outstanding under the Revolver Facility and/or the Term Loan Principal Debt without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. a.m., New York time, (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect Pro Rata Shares. Unless a Default or Event of each Default has occurred and is continuing or would arise as a result thereof, any payment or prepayment of the relevant Facilities Revolver Loans may be reborrowed by Borrower, subject to the terms and Refinancing Facilitiesconditions hereof; but in no event following a payment or prepayment of Term Loans may any amount so paid or prepaid be reborrowed.

Optional Prepayments. (i) The Subject to Section 3.04, the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily time, (i) prepay Term Loans of any Class and Revolving Credit Loans of any Class LIBO Rate Advances in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable part, upon at least three Business Days' prior notice, by the Borrower, 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 LoansAgent, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount amounts of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole integral multiple of $100,000 in excess thereof or(PROVIDED that after any such prepayment, the balance of any such LIBO Rate Advance shall be $2,000,000 or any integral multiple of $100,000 in excess thereof), (ii) prepay Prime Rate Advances (other than Swing-Line Advances) in whole or in part, upon at least one Business Day's prior notice, by the Borrower to the Administrative Agent, in each casethe amount of or greater than $15,000,000, if lessand (iii) prepay Swing-Line Advances or Prime Rate Advances, in an amount less than $15,000,000, in whole or in part without prior notice to the entire principal amount thereof then outstandingAdministrative Agent. Each Any such notice of prepayment shall specify the date and amount of such prepayment and whether such prepayment is of Prime Rate Advances, or LIBO Rate Advances, or any combination thereof. Such notice for prepayment of LIBO Rate Advances shall not thereafter be revocable by the Class(es) Borrower, 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, Bank thereof and of the amount such Bank's Commitment Percentage 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)prepayment. If such notice for prepayment of LIBO Rate Advances is given by the Borrower, the Borrower shall make such prepayment prepayment, and the payment amount amounts 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 , together with accrued interest to each such date on the amount prepaid, together with prepaid and any additional amounts required pursuant to Section 3.053.04. Each The Borrower shall reimburse each Bank and hold each Bank harmless from any loss or expense which such Bank may sustain or incur as a consequence of any prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to a LIBO Rate Advance, on a day that is not the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each last day of the relevant Facilities and Refinancing FacilitiesInterest Period for such LIBO Rate Advance, as provided in Section 3.04 below.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three (3) Business Days Days’ prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans, ; (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof, ; and (C3) any prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans shall be in a principal amount of $250,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to prepaid; provided that such prepayment and notice may be prepaid, conditioned on the Interest Period(s) consummation of such Loansa 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 ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)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 on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans of the relevant class 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, Lenders in accordance with their respective Applicable Percentages Pro Rata Shares. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in respect this Agreement or any other Loan Document to the contrary, in the event that, on or prior to the date is six (6) months after the Closing Date, the Borrowers (i) make any prepayment of Term B Loans in connection with any Repricing Event or (ii) effects any amendment of this Agreement resulting in a Repricing Event, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the relevant Facilities 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 Refinancing Facilities(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.

Optional Prepayments. (i) The Borrower maymay at any time and from time to time prepay Revolving Credit Loans and Swingline Loans, upon in whole or in part, with irrevocable prior written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans Agent substantially in the form attached as Exhibit D (a “Notice 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 (APrepayment”) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent given not later than 11:00 a.m. 1:00 p.m. (1i) three on the same Business Days prior to any date of prepayment of Eurodollar Day as each Base Rate Loans Loan and each Swingline Loan and (ii) at least two (2) on the date of prepayment of Base Business Days before each LIBOR Rate LoansLoan, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline Loans to be prepaid or a combination thereof, and, if Eurodollar Rate Loans are to be prepaidof a combination thereof, the Interest Period(s) amount allocable to each; provided that a Notice of Prepayment may state that such notice is conditioned upon the effectiveness of debt or equity issuances, in which case, such notice may be revoked by the Borrower by notice to the Administrative Agent prior to the date of such Loansproposed prepayment if such issuance is not consummated. The Upon receipt of such notice, the Administrative Agent will shall promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Revolving Credit Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinset forth in such notice. Any prepayment Partial prepayments shall be in an aggregate amount of $1,000,000 or a Eurodollar whole multiple of $1,000,000 in excess thereof with respect to Base Rate Loan Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans and $100,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 1:00 p.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by all accrued interest on the any amount prepaid, together with any additional amounts required to be paid pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities4.9.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty penalty, upon irrevocable (except as set forth below); provided that (Aunless otherwise agreed by the Administrative Agent) such notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not no later than 11:00 a.m. (1) 12:00 Noon, three Business Days prior to any date of prepayment thereto, in the case of Eurodollar Rate Loans, and no later than 12:00 Noon, one Business Day prior thereto, in the case of ABR Loans and (2) or on the date same day in the case of prepayment of Base Rate Swingline Loans), (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans to be or ABR Loans; provided that if a Eurodollar Loan is prepaid and, if Eurodollar Rate Loans are to be prepaid, on any day other than the last day of 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 BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such prepayment and notice the payment 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. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all , together with accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Tranche B Term Loans pursuant to this Section 2.05(a) and Revolving Loans shall be applied in an aggregate principal amount of $500,000 or a whole multiple thereof (unless a lesser amount is required to repay such loan in full); provided further that a notice of termination of the installments thereof as directed Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other debt instruments, in which case such notice may be revoked by the Borrower (it being understood and agreed that by written notice to the Administrative Agent on or prior to the specified effective date) if the Borrower does such condition is not so direct at the time satisfied. Partial prepayments of such prepayment, such prepayment Swingline Loans shall be applied against the scheduled repayments in an aggregate principal amount of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities$100,000 or a whole multiple thereof.

Optional Prepayments. (ia) The Borrower may, upon notice to the Administrative Agent, Borrowers may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth belowotherwise provided herein); provided that , (Ax) such upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not (i) no later than 11:00 a.m. (1) 12:00 Noon, New York City time, three Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and (2ii) no later than 12:00 Noon, New York City time, one Business Day prior thereto in the case of ABR Loans, which notice shall specify the date and amount of such prepayment, whether such prepayment is of Term Loans or Revolving Credit Loans, and whether such prepayment is of Eurodollar Loans or ABR Loans, and (y) at any time on any Business Day with no prior notice, in the case of Revolving Credit Loans that are ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.19, provided, further, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, incurrence of other Indebtedness or consummation of another transaction (such as a Change of Control), in which case such notice may be revoked by the Company (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. 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 (unless such notice is revoked as contemplated above), together with (except in the case of prepayment Revolving Credit Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Base Rate Loans, (B) any prepayment of Eurodollar Rate Term Loans and Revolving Credit Loans shall be in a an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the 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.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business 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 prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s 's ratable portion of such prepayment (based on such Lender’s 's Applicable Percentage in respect of the relevant Facility and Refinancing Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing 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 Second Incremental Amendment Closing Date, the Borrower (a) makes any prepayment of Term B-2 Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, a prepayment premium equal to 1% of the amount of the Term B-2 Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B-2 Lenders to such amendment whose Term B-2 Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B-2 Loans of such non-consenting Term B-2 Lenders outstanding immediately prior to such amendment.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth belowotherwise provided herein); provided that (A) such , upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) at least three Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and (2) on at least one Business Day prior thereto in the date of prepayment case of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment, whether such prepayment is of Term Loans or Revolving Credit Loans, and whether such prepayment is of Eurodollar Loans or Base Rate Loans; provided that (i) if a Eurodollar Loan is prepaid on any day other than the Class(es) and Type(s) last day 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 BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.21; (ii) no prior notice is required for the prepayment of Swing Line Loans; (iii) each such partial prepayment shall be applied pro rata to the remaining repayment installments thereof pursuant to Section 2.3 and (iv) the payment amount of each such partial prepayment of the Term Loans may not be reborrowed. 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. Any prepayment , together with (except in the case of a Eurodollar Revolving Credit Loans that are Base Rate Loan shall be accompanied by all Loans and Swing Line Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Loans pursuant to this Section 2.05(a) and Revolving Credit Loans 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 in an aggregate principal amount of such prepayment, such prepayment $1,000,000 or a whole multiple thereof. Partial prepayments of Swing Line Loans shall be applied against the scheduled repayments in an aggregate principal amount of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities$100,000 or a whole multiple thereof.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent (including in any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three (3) Business Days Days’ prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans, ; (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof, ; and (C3) any prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans shall be in a principal amount of $250,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to prepaid; provided that such prepayment and notice may be prepaid, conditioned on the Interest Period(s) consummation of such Loansa 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 ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)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 on the amount prepaidthereon, together with any additional amounts required pursuant to Section ‎Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section ‎Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans of the relevant class under Section 2.07(aSections ‎2.07(a) and ‎(b) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPro Rata Shares.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans Borrowing of any Class in whole or in part without premium or penalty (except as set forth belowin Section 2.05(a)(iv)); provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m., New York City time (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the date of prepayment of Base Rate Loans, Loans and (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 the Borrowing Minimum or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 the Borrowing Multiple in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.04. Each prepayment of any outstanding Term 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities.this

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part the Acquisition Subfacility Principal Debt, the Working Capital/Distribution Subfacility Principal Debt and/or the Term Loan Principal Debt without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. a.m., New York time, (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment prepayment, the Facility (or, as the case may be, Subfacility) being prepaid and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount such Lender's Pro Rata Share 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)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section SECTION 3.05. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect Pro Rata Shares. Unless a Default or Event of each Default has occurred and is continuing or would arise as a result thereof any payment or prepayment of the relevant Facilities Revolver Principal Debt may be reborrowed by Borrower, subject to the terms and Refinancing Facilitiesconditions hereof.

Optional Prepayments. (i) The Borrower may, upon notice shall have the right to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)from time to time; provided provided, however, that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of each partial prepayment of Eurodollar Rate Loans a Revolving Loan and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans Term Loan shall be in a minimum principal amount of $1,000,000 or a whole multiple and integral multiples of $500,000 in excess thereof, and (C) any each partial prepayment of Base Rate Loans a Swingline Loan shall be in a minimum principal amount of $250,000 or a whole multiple 100,000 and integral multiples of $100,000 in excess thereof or, thereof. The Borrower shall give three Business Days' irrevocable notice in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount case of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar LIBOR Rate Loans are and same-day irrevocable notice on any Business Day in the case of Alternate Base Rate Loans, to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly (which shall 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 FacilityLenders thereof as soon as practicable). If such notice is given by To the Borrower, extent that the Borrower shall make such prepayment and elects to prepay 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 prepaidTerm Loans, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to prepaid under this Section 2.05(a2.7(a) shall be applied first pro rata to the Term Loan (ratably to the remaining principal installments thereof as directed by thereof) and then (after the Borrower (it being understood Term Loan have been paid in full) to the Revolving Loans, in each case first to Alternate Base Rate Loans and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term then to LIBOR Rate Loans under Section 2.07(a) in direct order of maturityInterest Period maturities. All prepayments under this Section 2.7(a) and shall be paid to the Appropriate Lenders, subject to Section 2.162.17, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiesterms hereof. Amounts prepaid on the Term Loan may not be reborrowed.

Optional Prepayments. (i) The Borrower may, upon notice to shall have the Administrative Agent, right at any time or and from time to time voluntarily time, without premium or penalty, to prepay the Term Loans of any Class and Revolving Credit Loans of any Class Loans, in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable part, upon delivery to the Administrative Agent and be received by the Administrative Agent of a Notice of Prepayment not later than 11:00 a.m. (1i) on the same Business Day of such prepayment, in the case of as each Base Rate Loan and (ii) at least three (3) 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 prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof orsuch prepayment, in the case of each caseLIBOR Rate Loan, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment repayment, and whether the Class(es) and Type(s) repayment is of Loans to be prepaid and, if Eurodollar LIBOR Rate Loans are to be prepaidor Base Rate Loans or a combination thereof, and if a combination thereof, the Interest Period(s) of such Loansamount allocable to each. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and Each optional prepayment of the Term Loans hereunder shall be in an aggregate principal amount of such Lender’s ratable portion at least $5,000,000 or any whole multiple of such prepayment (based on such Lender’s Applicable Percentage $1,000,000 in respect of the relevant Facility excess thereof and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the outstanding principal installments thereof of the Term Loans in such manner as directed by the Borrower (it being understood Borrower. Each repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the applicable Term Loan Lenders of each Notice of Prepayment. Notwithstanding the foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all of the Term Loan Facility with the proceeds of such refinancing or of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence and agreed that if may be revoked by the Borrower does in the event such refinancing is not so direct at consummated (provided that the time failure of such prepayment, such prepayment contingency shall be applied against not relieve the scheduled repayments of such Term Loans Borrower from its obligations in respect thereof under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities5.9).

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than (x) with respect to Loans denominated in Dollars, 11:00 a.m. a.m., New York City time, (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the date of prepayment of Base Rate Loans and (y) with respect to Loans denominated in a Foreign Currency, 11:00 a.m., Local Time, three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans, ; (Bii) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of (x) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) with respect to Revolving Credit Loans, $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof (or, in the case of Foreign Currency Revolving Credit Loans, 1,000,000 or a whole multiple of 100,000 in excess thereof, in each case in the applicable currency); and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of (x) with respect to Term Loans, $250,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) with respect to Revolving Credit Loans, $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment, the Facility and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar 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 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; provided, that if a Contingent Commitment Termination Notice is revoked by the Borrower in accordance with Section 2.05, as result of the refinancing specified therein not having occurred, the Borrower shall not be required to prepay the Loans (and the Loans shall not become due and payable) on the payment date set forth in such revoked Contingent Commitment Termination Notice (it being understood that a notice of prepayment of the Term Loans due to a refinancing of the Term Loans with the proceeds of a refinancing may also be stated to be contingent upon the consummation of such refinancing and may be similarly revoked in the event such refinancing is not consummated, in which case this proviso shall apply to such revocation). Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.14, each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each the relevant Facility. The 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 (i) such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m., New York City time, on the date of the relevant Facilities prepayment, and Refinancing Facilities(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 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. (i) The Borrower may, upon notice to shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Term Loans of any Class and Revolving Credit Loans of any Class Borrowing, in whole or in part part, without premium or penalty penalty, by giving irrevocable (except as set forth below); provided that to the extent conditioned on a refinancing of all or any portion of the Loans) written notice (Aor telephonic notice promptly confirmed in writing) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not no later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (13) three Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, 11:00 a.m. not less than one Business Day prior to the date of prepayment of Eurodollar Rate Loans such prepayment, and (2iii) in the case of Swingline Borrowings, 11:00 a.m. on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice shall be irrevocable (except to the extent conditioned on a refinancing of all or any portion of the Loans) and shall specify the proposed date and amount of such prepayment and the Class(es) and Type(s) principal amount of Loans to be prepaid and, if Eurodollar Rate Loans are each Borrowing or portion thereof to be prepaid, which shall be in minimum amounts of $100,000 and integral multiples of $100,000 (or in the Interest Period(s) aggregate principal amount of the Type of Loans that are prepaid). Upon receipt of any such Loans. The notice, the Administrative Agent will shall promptly notify each Appropriate affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s ratable portion Pro Rata Share of any such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment aggregate 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 designated in such notice, together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.13(d); provided, together with any additional that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 3.052.19. 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 any outstanding Term Loans pursuant to this Section 2.05(a) 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 a Term Loan Borrowing, to principal installments thereof as directed in the order determined by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiesits sole discretion.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and the Revolving Credit Loans of any Class Loans, in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such penalty, upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by 11:00 A.M. Central time on the Administrative Agent not later than 11:00 a.m. (1) three third Business Days Day prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and (2) by 11:00 A.M. Central time on the date of the prepayment in the case of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans to be or Base Rate Loans; provided that if a Eurodollar Loan is prepaid and, if Eurodollar Rate Loans are to be prepaid, on any day other than the last day of 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 BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 3.11. Upon receipt of any such prepayment and notice the payment Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with (except in the case of a Eurodollar Revolving Loans that are Base Rate Loan shall be accompanied by all Loans) accrued interest to such date on the amount prepaid. Partial [Access MLP Operating Credit Agreement] prepayments of Revolving Loans shall be in an aggregate principal amount of (a) in the case of Eurodollar Loans, together $3,000,000 or whole multiples of $1,000,000 in excess thereof or (b) in the case of Base Rate Loans $500,000, or whole multiples of $100,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection with any additional amounts required pursuant to Section 3.05. Each prepayment refinancing of all of the Revolving Loans with the proceeds of such refinancing or of any outstanding Term Loans pursuant incurrence of Indebtedness, may be, if expressly so stated to this Section 2.05(a) shall be, contingent upon the consummation of such refinancing or incurrence and may be applied to the installments thereof as directed revoked by the Borrower in the event such refinancing is not consummated (it being understood and agreed provided that if the failure of such contingency shall not relieve the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans from its obligations in respect thereof under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities3.11).

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time on any Business Day, voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class Advances in whole or in part part, without premium penalty or penalty (except as set forth below)premium, subject to Section 2.10; provided that (A) such notice must be in a form reasonably acceptable the Borrower shall have delivered to the Collateral Agent and the Administrative Agent and be received by written notice of such prepayment (such notice, a “Notice of Prepayment”) in the Administrative Agent form of Exhibit C hereto not later than 11:00 a.m. 12:00 noon three (13) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of such prepayment (provided that same day notice may be given to cure any non-compliance with the Coverage Tests). The Administrative Agent shall promptly notify the Lenders of Base Rate Loanssuch Notice of Prepayment. Each such Notice of Prepayment shall be irrevocable and effective upon receipt and shall be dated the date such notice is being given, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. Each prepayment by the Borrower of any Advance pursuant to this Section 2.05(a) (Bother than a prepayment made in order to cure any non-compliance with the Coverage Tests) any prepayment of Eurodollar Rate Loans shall in each case be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of at least $100,000 in excess thereof or, in each case, if less, the entire outstanding principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the Advances Outstanding or, in the case of any prepayment of Advances with the proceeds of a prepayment or repayment of principal of Collateral Loans, such lesser amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage as is paid by the applicable Obligor in respect of the relevant Facility and Refinancing Facility)thereof. If such notice a Notice of Prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the 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.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term the Loans of any Class and Revolving Credit Loans of any Class made to it, in whole or in part part, without premium or penalty (except as otherwise set forth belowin this Section 5.4); provided that (A) such , upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) at least three Business Days prior to any date thereto in the case of prepayment of Eurodollar Rate Eurocurrency Loans and (2) on the date of prepayment in the case of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(esprepayment is of Eurocurrency Loans or Base Rate Loans; provided, that the Borrower may rescind or postpone any notice of prepayment (by notice to the Administrative Agent on or prior to the specified effective date) if such notice is conditioned upon the effectiveness of other financing arrangements or the consummation of other transactions and Type(sif such condition is not satisfied or is delayed; provided further, that (a) if a Eurocurrency Loan is prepaid on any day other than the last day of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaidthe Interest Period applicable thereto, the Interest Period(sBorrower shall also pay any amounts owing pursuant to Section 5.14 and (b) no prior notice is required for the prepayment of such Swing Line Loans. The Upon receipt of any such notice the Administrative Agent will shall promptly notify each Appropriate relevant 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)thereof. If any such notice is given by (subject to the Borrowerrevocation or postponement of notice as permitted above), 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 , together with (except in the case of a Eurodollar Revolving Credit Loans that are Base Rate Loan shall be accompanied by all Loans and Swing Line Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Loans pursuant to this Section 2.05(a(other than Swing Line Loans) shall be in an aggregate principal amount of $1,000,000 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 shall be applied (a) to the Facility or Facilities of Term Loans selected by the Borrower, which shall reduce scheduled installments thereof of principal on such Facility or Facilities as directed by the Borrower or (it being understood b) except in connection with termination or permanent reduction of Revolving Credit Commitments of a given Facility, to the Revolving Credit Loans on a pro rata basis across all Facilities that are revolving facilities. Notwithstanding anything to the contrary in this Section 5.4 or Section 5.5, any prepayment or repricing of the Tranche B Term Loans effected after the Closing Date and agreed on or prior to the date that if is six months after the Borrower does not so direct at the time Closing Date as a result of such prepayment, such prepayment a Repricing Transaction shall be applied against accompanied by a fee equal to 1.00% of the scheduled repayments principal amount of such Tranche B Term Loans under Section 2.07(a) prepaid or repriced, unless such fee is waived by the applicable Tranche B Term Loan Lender. If in direct order of maturity) connection with a Repricing Transaction after the Closing Date and shall be paid on or prior to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages date that is six months after the Closing Date any Lender is replaced as a result of its being a Non-Consenting Lender in respect of each such Repricing Transaction pursuant to Section 5.17 or clause (b) of the relevant Facilities and Refinancing Facilitieslast paragraph of Section 12.1, such Lender shall be entitled to the fee provided under this Section 5.4.

Optional Prepayments. (i) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (1A) three (3) Business Days (or four (4) Business Days in the case of Loans denominated in Euro) prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the date of prepayment of Base Rate Loans, ; (B2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of (i) with respect to Revolving Credit Loans, $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the BorrowerBorrowers, the Borrower 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 Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof 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 Borrower Borrowers (it being understood and agreed that if the Borrower does Borrowers do not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect Pro Rata Shares; provided that, at the Borrowers’ option, prepayments of each of Term Loans pursuant to this Section 2.05(a) may be applied to the relevant Facilities and Refinancing FacilitiesTerm B-2 Loans on a better than pro rata basis as compared to the Term B-1 Loans.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agentmay not, at any time or from time prior to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Maturity Date, prepay, in whole or in part without premium part, the Loans other than (a) a deemed repayment of the Loans upon a conversion thereof in accordance with Section 15, or penalty (except 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 will provide irrevocable written notice, in the form attached hereto as set forth below); provided that (A) such notice must be in a form reasonably acceptable Exhibit B, to the Administrative Agent and be received by the Administrative Agent 12:00 p.m. (Eastern Time) not later less than 11:00 a.m. one (1) three Business Days Day 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 prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingaccordance with this Section 3.03. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Class(es) and Type(s) principal amount of Loans the Loan or portion thereof to be prepaid and, if Eurodollar Rate Loans are and shall be accompanied by the payment of the appropriate Prepayment Premium by a wire transfer in immediately available funds by 12:00 p.m. (Eastern Time) to be prepaidthe Administrative Agent at the Payment Office. Upon receipt of any such notice, the Interest Period(s) of such Loans. The Administrative Agent will shall promptly notify each Appropriate affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s ratable portion of such prepayment (based on amount in proportion to such Lender’s Applicable Percentage in respect Pro Rata Share of the relevant Facility and Refinancing Facility)Loans. If such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment aggregate 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 designated in such notice, together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 3.02(c). For the avoidance of doubt, together with any additional amounts required prepayments permitted pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant 13.04(d) shall not be subject to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities3.03.

Optional Prepayments. (i) The Borrower maymay prepay, upon prior written notice to the Administrative Agent, the principal of any Term Loan at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part part, without premium or penalty (penalty, except as set forth below); provided that (Ain Section 2.10(e) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business 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 prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingSection 2.13. Each such notice shall specify be received by the Agent no later than 1:00 p.m. one (1) Business Day prior to such prepayment and shall set forth the proposed date and aggregate principal amount of such prepayment prepayment, accrued interest and the Class(es) and Type(s) of Loans other amounts to be prepaid andpaid in connection therewith; provided, if Eurodollar Rate Loans are to be prepaidhowever that a notice of prepayment delivered by the Borrower in connection with a prepayment of the Obligations in full may state that such prepayment is conditioned upon the occurrence of the effectiveness of credit facilities or other types of financing, the Interest Period(s) proceeds of which shall be used to make the proposed prepayment of the Obligations in full, in which case such notice may be revoked if such condition is not satisfied (by written notice provided by the Borrower to Agent no later than 1:00 p.m. on the date of such Loansprepayment, which notice shall certify that such condition is not satisfied). The Administrative Agent will promptly notify each Appropriate Lender of its receipt shall give prompt notice of each such notice, prepayment notice to each Lender 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 prepay the payment Term Loans in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice prepayment notice, together with accrued interest to the date of such prepayment on the principal amount prepaid and amounts required to be paid pursuant to Section 2.10(e) and Section 2.13 as a result of such prepayment being made on such date; provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $500,000 (or such lesser amount as may then be outstanding). Any amounts required to be paid pursuant to Section 2.10(e) and Section 2.13 in connection with such prepayment shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiesis made.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative AgentAgent substantially in the form of Exhibit F hereto, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must specify the Class or Classes thereof to be in a form reasonably acceptable to prepaid and the Administrative Agent respective principal amounts thereof and must be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar 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 (2C) on one Business Day prior to the date of prepayment of Base Rate Loans, ; and (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing FacilityClass). 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 Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding 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 (it being understood in the notice of repayment delivered to the Administrative Agent, and agreed that if in the Borrower does not so direct at the time absence of such prepaymentdirection from the Borrower, such prepayment shall be applied against in the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturitymaturity thereof. Each prepayment of any Class of Term Loans pursuant to this Section 2.05(a) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Term Lenders in accordance with their the Term Lenders’ respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesClasses.

Optional Prepayments. (i) The Borrower Borrowers may, upon notice delivery to the Administrative AgentAgent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Committed 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)penalty, subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent, (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three (3) 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 $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof, ; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 10,000 or a whole multiple of $100,000 5,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Committed 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 Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that any notice of prepayment in full of the Committed Loans may provide that prepayment is conditioned upon the consummation of a refinancing. 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 Subject to Section 2.18, each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Committed Loans of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (i) The Borrower maymay on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of ABR Loans, prepay the Loans, in whole or in part, without premium or penalty, upon notice at least four Business Days' irrevocable notice, in the case of Eurodollar Loans, or at least one Business Day's irrevocable notice, in the case of ABR Loans, to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty specifying (except as set forth below); provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business 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 prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, (ii) whether the prepayment and the Class(es) and Type(s) is of Eurodollar Loans, ABR Loans to be prepaid or a combination thereof, and, if Eurodollar of a combination thereof, the amount allocable to each and (iii) whether the prepayment is of Revolving Credit Loans, Term Loans or a combination thereof, and, if a combination thereof, the amount allocable to each. The Borrower may not prepay Negotiated Rate Loans are unless agreed to be prepaidby the Swing Line Lender. Upon receipt of any such notice, the Interest Period(s) of such Loans. The Administrative Agent will shall 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)thereof. If any such notice is given by the Borrowergiven, 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 , together with any amounts payable pursuant to subsection 2.17 and, in the case of a Eurodollar Rate Loan shall be accompanied by all prepayments of the Term Loans only, accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding the Term Loans pursuant to this Section 2.05(a) shall be applied to the installments of principal thereof as directed by in the Borrower (it being understood and agreed that if inverse order of their scheduled maturities. Amounts prepaid on account of the Borrower does Term Loans may not so direct at the time of such prepayment, such prepayment be reborrowed. Partial prepayments shall be applied against the scheduled repayments in an aggregate principal amount of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities$1,000,000 or a whole multiple thereof.

Optional Prepayments. (i) The Borrower may, upon notice to the -------------------- Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part the Loans without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. a.m., New York time, (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount such Lender's Pro Rata Share 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)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect Pro Rata Shares. Unless a Default or Event of each Default has occurred and is continuing or would arise as a result thereof any payment or prepayment of the relevant Facilities Loans may be reborrowed by Borrower, subject to the terms and Refinancing Facilitiesconditions hereof.

Optional Prepayments. (i) The Borrower Representative may, upon notice to the Administrative Agent, at any time or from time to time voluntarily terminate Term A Commitments or Term B Commitments, in whole or in part, 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 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 prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Incremental Facility). If such notice is given by the BorrowerBorrower Representative, the Borrower Representative shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any 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 such 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 Refinancing 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.

Optional Prepayments. (i) The Subject to Section 2.17, the Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term the Loans of any Class and Revolving Credit Loans of any Class (including Tranche D LC Equivalent Loans) or reduce the Tranche D Credit-Linked Deposit, in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such penalty, upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) at least three Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and (2) on the date Tranche D Credit-Linked Deposit and at least one Business Day prior thereto in the case of prepayment of Base Rate ABR Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if applicable, whether the prepayment is of Eurodollar Rate Loans are to be prepaidor ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of 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 BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such prepayment and notice the payment 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. Any prepayment , together with (except in the case of a Eurodollar Rate Loan shall be accompanied by all Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Loans pursuant to this Section 2.05(a(other than Swingline Loans) and partial reductions of the Tranche D Credit-Linked Deposit 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 in an aggregate principal amount of such prepayment, such prepayment $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be applied against the scheduled repayments in an aggregate principal amount of $100,000 or a whole multiple thereof. Upon any such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each reduction of the relevant Facilities and Refinancing FacilitiesTranche D Credit-Linked Deposit, the Administrative Agent shall promptly remit to each Tranche D LC Lender its pro rata share thereof based on its Tranche D LC Percentage.

Optional Prepayments. (i) The Borrower may, upon notice delivery of a Repayment Notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part Term Loans without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. noon, New York time, (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Term 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 Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPro Rata Shares.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business 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 (23) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans or Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the 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.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business 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 prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s 's ratable portion of such prepayment (based on such Lender’s 's Applicable Percentage in respect of the relevant Facility and Refinancing Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, on or prior to the first anniversary of the Closing Date, the Borrower (a) makes any prepayment of Term B Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, a prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans Borrowing of any Class in whole or in part without premium or penalty (except as set forth belowin Section 2.05(a)(iv)); provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Eurocurrency RateTerm SOFR Loans and (2B) on one (1) Business Day prior to the date of prepayment of Base Rate Loans, (B2) any prepayment of Eurodollar Rate Eurocurrency RateTerm SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereofthereof or, in each case, the entire principal amount thereof then outstanding and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and 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 Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Eurocurrency RateTerm SOFR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.04. Each prepayment of any outstanding Term 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 #95787455v10 repayments of such Term Loans of the relevant Class under Section 2.07(a) 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (i) The Borrower maymay at any time and from time to time prepay, upon without premium or penalty, the Term Loan in whole or in part, with irrevocable prior written notice to the Administrative Agent, at any time or from time Agent pursuant 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 a form reasonably acceptable delivery to the Administrative Agent and be received by the Administrative Agent of a Notice of Prepayment given not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2i) on the date of same Business Day as the prepayment of each Base Rate Loans, Loan and (Bii) any at least three (3) Business Days before the prepayment of each Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereofLoan, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Rate Loans, Base Rate Loans to be prepaid or a combination thereof, (and, if of a combination thereof, the amount allocable to each), and if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Upon receipt of such notice, the Administrative Agent will shall 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 any such notice is given by the Borrowergiven, 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 set forth in such notice; provided that a Notice of Prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or capital raising or the occurrence of a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified payment date) if such condition is not satisfied and, upon such revocation according to the foregoing terms, the Borrower shall not be required to make the prepayment specified 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 and $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Eurodollar Rate Loan Loans. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day. Each such prepayment shall be accompanied by all accrued interest on the amount prepaid, together with prepaid and any additional amounts amount required to be paid pursuant to Section 3.054.05 hereof. Each prepayment of any outstanding Term Loans pursuant Subject 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 prepayment2.16, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and prepayments shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (ia) The Subject to Section 3.10, the Borrower may, may upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans stating the proposed date and aggregate principal amount 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 a form reasonably acceptable to the Administrative Agent and be prepayment, received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (1New York City time) (i) not less than three Business Days prior to any the proposed date of prepayment, in the case of a prepayment of Eurodollar Rate Loans and (2ii) on not less than one Business Day prior to the proposed date of prepayment, in the case of a prepayment of Reference Rate Loans, prepay ratably among the Lenders the outstanding principal amount of any Committed Loans in whole or in part, together (other than in the case of a prepayment of Reference Rate Loans prior to the earlier of the Maturity Date and the date of termination of the Commitments hereunder) with accrued interest to the date of such prepayment of Base Rate Loans, (B) any on the principal amount prepaid. Each such partial prepayment of Eurodollar Rate Loans shall be in a an aggregate principal amount of not less than $1,000,000 5,000,000 or a whole an integral multiple of $500,000 1,000,000 in excess thereof; provided, and however, that if the aggregate amount of Eurodollar Loans comprised in the same Borrowing shall be reduced as a result of any optional prepayment to an amount less than $5,000,000, the Eurodollar Loans comprised in such Borrowing shall automatically convert into Reference Rate Loans at the end of the then current Interest Period. If any notice of prepayment is given, the principal amount stated therein, together (C) any other than in the case of a prepayment of Base Reference Rate Loans shall be in a principal amount prior to the earlier of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify Maturity Date and the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and termination of the amount Commitments hereunder) with accrued interest to the date 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 Borrowerprepayment, 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 3.05in such notice. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) a Borrowing shall be applied ratably to the installments thereof as directed by Loans included in the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiesprepaid Borrowing.

Optional Prepayments. (i) The Borrower ODEC may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Syndicated 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)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Syndicated SOFR Loans and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Syndicated Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Syndicated Loans to be prepaid and, if Eurodollar Rate Syndicated 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 Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the BorrowerODEC, the Borrower ODEC shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Syndicated SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.052.14. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Syndicated Loans of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (i) The Borrower may, upon delivery of a written notice substantially in the form of Exhibit R from a Responsible Officer thereof to the Administrative Agent, at any time or from time to time time, voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class Loans, in whole or in part without premium or penalty (except as set forth below)penalty; provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (1New York City time) (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the one Business Day prior to any date of prepayment of Base Rate ABR Loans, and (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.052.17. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) 2.11 shall be applied to the remaining installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans and Incremental Term Loans under Section 2.07(a) 2.06 in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPro Rata Share.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such penalty, upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) at least three Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and (2) on at least one Business Day prior thereto in the date of prepayment case of Base Rate Loans, which notice shall (Bi) any prepayment of Eurodollar Rate designate whether the Borrower is prepaying Swing Line Loans, Revolving Credit Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and/or Tranche B Term Loans and (Cii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans to be or Base Rate Loans; PROVIDED, that if a Eurodollar Loan is prepaid and, if Eurodollar Rate Loans are to be prepaid, on any day other than the last day of 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 BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.21. Upon receipt of any such prepayment and notice the payment 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. Any prepayment , together with (except in the case of a Eurodollar Loans (unless all Revolving Credit Loans are being repaid and the Revolving Credit Commitments terminated) that are Base Rate Loan shall be accompanied by all Loans and Swing Line Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Tranche B Term Loans pursuant to this Section 2.05(a) and Revolving Credit Loans 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 in an aggregate principal amount of such prepayment, such prepayment $1,000,000 or a $250,000 multiple in excess thereof. Partial prepayments of Swing Line Loans shall be applied against the scheduled repayments in an aggregate principal amount of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities$100,000 or a whole multiple thereof.

Optional Prepayments. (ia) The Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class under either Facility in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 2,500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans under each Facility to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the a Borrower, the 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed respective Facilities in the manner indicated by the applicable Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (i) The Borrower At their option, the Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty but subject to Section 2.14 in the case of LIBOR Loans and LIBOR Portions, upon one (except as set forth below); provided that (A1) such Business Day’s notice must be in a form reasonably acceptable from the Borrowing Agent to the Administrative Agent and be received by in the case of Base Rate Loans or Base Rate Portions or three (3) Business Days’ notice from the Borrowing Agent to the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date in the case of prepayment of Eurodollar LIBOR Loans or LIBOR Portions, prepay the Base Rate Loans and (2) on the date of prepayment of or Base Rate LoansPortions in any Borrowing and all accrued but unpaid interest thereon in part, (B) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $1,000,000 100,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole an integral multiple of $100,000 in excess thereof orthereof, or in whole and prepay the LIBOR Loans or LIBOR Portions in any Borrowing and all accrued but unpaid interest thereon in part, in each case, if less, the entire a minimum principal amount thereof then outstandingof $500,000 or an integral multiple of $100,000 in excess thereof, or in whole. Each such notice shall specify the date and amount of such prepayment; provided that if such prepayment and is on any day other than on the Class(es) and Type(s) last day of Loans the Interest Period applicable to be prepaid and, if Eurodollar Rate Loans are to be prepaidsuch LIBOR Loan, 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 Borrowers shall be subject to 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)payments required by Section 2.14. If such notice is given by the BorrowerBorrowing Agent, the Borrower 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to All prepayments under this Section 2.05(a2.07(b) which are applied to reduce the principal amount of the Loans shall be applied to the installments thereof as directed by Term Loans and shall reduce the Borrower most remote remaining scheduled payments. All prepayments shall be applied first to the accrued but unpaid interest on and fees in connection with, and then any principal of the Term Loans until paid in full (it being understood in the manner set forth in Section 2.07(d)), second to the accrued but unpaid interest on and agreed then any principal of the Swing Line Loans until paid in full, third to the accrued but unpaid interest on and then any principal of the Revolving Loans until paid in full and finally to Cash Collateralize the Obligations in an amount equal to the Effective Amount of the L/C Obligations. In each case, to the extent possible, such principal payment shall be first applied to prepay Base Rate Loans and Base Rate Portions and then if any funds remain, to prepay LIBOR Loans and LIBOR Portions; provided that if the Borrower does not so direct an Event of Default has occurred and is continuing at the time of such prepayment, any such prepayment is made, the Lenders shall apply such prepayments to such Obligations as the Administrative Agent may determine in its discretion which determination shall be applied against effective as to all Lender (but for regulatory purposes, the scheduled repayments of Lenders may apply such Term Loans under Section 2.07(a) in direct order of maturity) and payments internally as they shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiesdetermine).

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part (i) at any time prior to the first anniversary of the Amendment and Restatement Effective Date; provided, that if the Borrower (x) makes any prepayment of Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Loans being prepaid (plus all accrued and unpaid interest and breakage costs, if any, payable pursuant to Section 3.05) and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Loans outstanding immediately prior to such amendment and (ii) thereafter at any time without premium or penalty (except as set forth belowother than breakage costs, if any, payable pursuant to Section 3.05); provided provided, that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (New York time) (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on one Business Day prior to 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 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, ; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Facility to which such prepayment shall apply and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender and each Lender Counterparty 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 FacilityPercentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Term Loans pursuant to this Section 2.05(a2.03(a) shall be applied to the remaining scheduled principal repayment installments thereof as directed by of the Borrower (it being understood Loan on a pro-rata basis, and agreed that if the Borrower does not so direct at the time of such prepayment, each such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesFacility.

Optional Prepayments. (i) The Borrower may, upon notice delivery of a Repayment Notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part Revolving Loans outstanding under the Facility without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. noon, New York time, (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) 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 (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Revolving 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 Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Revolving Loans of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect Pro Rata Shares. Unless a Default or Event of each Default has occurred and is continuing or would arise as a result thereof, any payment or prepayment of the relevant Facilities Revolving Loans may be reborrowed by Borrower, subject to the terms and Refinancing Facilitiesconditions hereof.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part Committed Loans without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 10:00 a.m., New York, New York time, (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the one Business Day prior to any date of prepayment of Base Rate Committed Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Committed 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 Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to Prepayments provided for in this Section 2.05(a2.03(a) shall be applied as follows: (x) first, as a payment of all L/C Borrowings then outstanding, until paid in full, and (y) second, as the Borrower may direct (subject to the installments thereof clause (e) below). Unless a Default or Event of Default has occurred and is continuing or would arise as directed a result thereof, any payment or prepayment of Committed Loans may be reborrowed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate LendersBorrower, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities terms and Refinancing Facilitiesconditions hereof.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class its Loans, in whole or in part part, without premium or penalty penalty, upon written (except as set forth below); provided that (Aor telephonic promptly confirmed in writing) such notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) at least three Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and (2) on at least one Business Day prior thereto in the date case of prepayment of Base Rate ABR Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans, ABR Loans to be prepaid or a combination thereof, and, if Eurodollar Rate Loans are to be prepaidof a combination thereof, the amount allocable to each, provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period(s) Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to subsection 2.18. Each notice of prepayment delivered by the Borrower under this subsection 2.8 shall be irrevocable, provided that any such Loans. The notice may state that such notice is conditioned upon effectiveness of other financing or of an asset sale, in which case such notice may be revoked by the Borrower, by notice to the Administrative Agent will on or prior to the specified effective date if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each Appropriate relevant 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)thereof. If any such notice is given by the Borrower(and not revoked), 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 Amounts prepaid on account of a the Term Loans may not be reborrowed. Partial prepayments of Eurodollar Rate Loan Loans shall be accompanied by all accrued interest on the in an aggregate principal amount prepaid, together with any additional amounts required pursuant to Section 3.05of $5,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment Partial prepayments of any outstanding Term ABR Loans pursuant to this Section 2.05(a(other than Swingline Loans) shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 thereof. Optional prepayments on account of the Term Loans shall be allocated among the Term Loans under the Term Loan Facilities and any Incremental Term Loan Facilities ratably based on the outstanding principal amount of the Term Loans under each such Facility (unless the Incremental Term Loan Activation Notice with respect to any Incremental Term Loan Facility waives the entitlement of such Incremental Term Loan Facility to such ratable allocation) and applied to the then remaining installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of under each such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Facility in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities.subsection 2.15(d)

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part Committed Loans outstanding under the Acquisition Subfacility, the Working Capital/Distribution Subfacility and/or the Term Loan Principal Debt without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 10:00 a.m., New York, New York time, (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Committed Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $250,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Committed 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 such Lender's Pro Rata Share 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)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Committed Loans of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect Pro Rata Shares. Unless a Default or Event of each Default has occurred and is continuing or would arise as a result thereof, any payment or prepayment of the relevant Facilities Committed Loans may be reborrowed under the Revolver Facility by the Borrower, subject to the terms and Refinancing Facilitiesconditions hereof.

Optional Prepayments. (i) The Borrower may, upon notice to shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Term Loans of any Class and Revolving Credit Loans of any Class Borrowing, in whole or in part part, without premium or penalty penalty, by giving irrevocable written notice (except as set forth below); provided that (Aor telephonic notice promptly confirmed in writing) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not no later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. (1x) not less than three (3) Business Days prior to any prepayment of Eurodollar Loans denominated in Dollars and (y) not less than four (4) Business Days prior to any date of prepayment of Eurodollar Loans denominated in the Alternative Currency, (ii) in the case of any prepayment of any Base Rate Loans Borrowing, 11:00 a.m. not less than one (1) Business Day prior to the date of such prepayment, and (2iii) in the case of Swingline Borrowings, 11:00 a.m. on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and prepayment, the Class(es) and Type(s) Class of the Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) currencies of the Loans to be prepaid and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment may state that such notice is conditioned upon the closing of a Disposition or the incurrence of Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the date of such Loansproposed prepayment) if such condition is not satisfied. The Upon receipt of any such notice, the Administrative Agent will shall promptly notify each Appropriate affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s ratable portion Pro Rata Share of any such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment aggregate 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 designated in such notice, together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.13(d); provided, together with any additional that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 3.052.19. 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 any outstanding Term Loans pursuant to this Section 2.05(a) 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 thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesBorrower.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Committed 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)penalty; provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Committed Loans or LIBOR Floating Rate Loans, ; (B) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, 5,000,000; and (C) any prepayment of Base Rate Committed Loans or LIBOR Floating Rate Loans shall be in a minimum principal amount of $250,000 or a whole multiple of $100,000 in excess thereof 500,000, or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.17, each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Committed Loans of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities.

Optional Prepayments. (i) The Subject to Section 4.04, a Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term time, upon irrevocable notice from a Borrower Representative (which notice shall be delivered three (3) Business Days' prior in the case of Offshore Currency Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty maintained at the Offshore Rate) (except as set forth below); provided or, subject to Section 4.04, such shorter period that (Amay be agreed to by the Administrative Agent) such notice must be in a form reasonably acceptable to the Administrative Agent Agent, in respect of Offshore Rate Loans, and be received in respect of Base Rate Loans, 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 (2local time) on the date prepayment date, prepay Loans in whole or in part, in a Minimum Amount. Such notice of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid andprepayment, if Eurodollar Rate which Loans are to be prepaid, the Interest Period(sapplicable Borrower, the Type(s) of such LoansLoans to be prepaid and the Applicable Currency. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each any such notice, and of the amount such Lender's Pro Rata Share 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)prepayment. If such notice is given by the Borrowera Borrower Representative, the applicable 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 , together, in the case of a Eurodollar Offshore Rate Loan shall be accompanied by all Loans, with accrued interest to each such date on the amount prepaid, together with prepaid and any additional amounts required pursuant to Section 3.054.04. Each The amount of such optional prepayment of any outstanding Existing Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed and paid by the applicable Borrower (it being understood and agreed that if the Borrower does not so direct at the time to reduce its Existing Term Loan pro rata with respect to each remaining installment of principal of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesLoan.

Optional Prepayments. (i) The Subject to Section 2.5(a)(ii), the Borrower may, upon irrevocable notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans any Borrowing of any Class and Revolving Credit of Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) 12:00 p.m. three Business Days prior to any date of prepayment of Eurodollar LIBOR Rate Loans and (2B) 2:00 p.m. on the date of prepayment of Base Rate Loans, ; and (Bii)(A) any prepayment of Eurodollar LIBOR Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, thereof and (CB) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof thereof, or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar LIBOR Rate Loans are to be prepaidLoans, 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 Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)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 thereintherein (except that any such notice may be conditioned on the receipt of net proceeds from any refinancing indebtedness or the consummation of a Change of Control). Any prepayment of a Eurodollar LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.053.5. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal installments thereof of the applicable Class(es) of Loans as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans of the relevant Class under Section 2.07(a) 2.7 in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term the Loans of any Class and Revolving Credit Loans of any Class made to it, in whole or in part part, without premium or penalty (except as otherwise set forth belowin this Section 5.4); provided that (A) such , upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) at least three Business Days prior to any date thereto in the case of prepayment of Eurodollar Rate Eurocurrency Loans and (2) on the date of prepayment in the case of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(esprepayment is of Eurocurrency Loans or Base Rate Loans; provided, that the Borrower may rescind or postpone any notice of prepayment (by notice to the Administrative Agent on or prior to the specified effective date) if such notice is conditioned upon the effectiveness of other financing arrangements or the consummation of other transactions and Type(sif such condition is not satisfied or is delayed; provided further, that (a) if a Eurocurrency Loan is prepaid on any day other than the last day of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaidthe Interest Period applicable thereto, the Interest Period(sBorrower shall also pay any amounts owing pursuant to Section 5.14 and (b) no prior notice is required for the prepayment of such Swing Line Loans. The Upon receipt of any such notice the Administrative Agent will shall promptly notify each Appropriate relevant 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)thereof. If any such notice is given by (subject to the Borrowerrevocation or postponement of notice as permitted above), 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 , together with (except in the case of a Eurodollar Revolving Credit Loans that are Base Rate Loan shall be accompanied by all Loans and Swing Line Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Loans pursuant to this Section 2.05(a(other than Swing Line Loans) shall be in an aggregate principal amount of $1,000,000 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 shall be applied (a) to the Facility or Facilities of Term Loans selected by the Borrower, which shall reduce scheduled installments thereof of principal on such Facility or Facilities as directed by the Borrower or (it being understood b) except in connection with termination or permanent reduction of Revolving Credit Commitments of a given Facility, to the Revolving Credit Loans on a pro rata basis across all Facilities that are revolving facilities. Notwithstanding anything to the contrary in this Section 5.4 or Section 5.5, any prepayment or repricing of the Tranche B Term Loans effected after the First Amendment Effective Date and agreed on or prior to the date that if is six months after the Borrower does not so direct at the time First Amendment Effective Date as a result of such prepayment, such prepayment a Repricing Transaction shall be applied against accompanied by a fee equal to 1.00% of the scheduled repayments principal amount of such Tranche B Term Loans under Section 2.07(a) prepaid or repriced, unless such fee is waived by the applicable Tranche B Term Loan Lender. If in direct order of maturity) connection with a Repricing Transaction after the First Amendment Effective Date and shall be paid on or prior to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages date that is six months after the First Amendment Effective Date any Lender is replaced as a result of its being a Non-Consenting Lender in respect of each such Repricing Transaction pursuant to Section 5.17 or clause (b) of the relevant Facilities and Refinancing Facilitieslast paragraph of Section 12.1, such Lender shall be entitled to the fee provided under this Section 5.4.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans Borrowing of any Class in whole or in part without premium or penalty (except as set forth belowin Section 2.05(a)(iv)); provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m., New York City time (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on one (1) Business Day prior to the date of prepayment of Base Rate Loans, (B2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereofthereof or, in each case, the entire principal amount thereof then outstanding and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and 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 Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.04. Each prepayment of any outstanding Term 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and denominated in Dollars or one (21) on the Business Days prior to any date of prepayment of Base Rate Loans, Loans and (B) four (4) Business Days (or five (5) Business Days, 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; (2) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; (3) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, ; and (C4) any prepayment of Base Rate Loans shall be in a minimum principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in the case of each case, if lessof clauses (2) and (3), the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if 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 Pro Rata Share 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 thereinprepayment. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with thereon and any additional amounts required pursuant to Section 3.05. Each At the Borrower’s election in connection with any prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment), such prepayment shall not be applied against the scheduled repayments to any Loan of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiesa Defaulting Lender.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay Term Loans the Borrowing of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m., New York City time (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on one (1) Business Day prior to the date of prepayment of Base Rate Loans, (B2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereofthereof or, and in each case, the entire principal amount thereof then outstanding, (C3) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding and (4) if after giving effect to any such prepayment during the Bridge Period, the aggregate principal amount of Bridge Loans outstanding would be less than $40,000,000, then the Borrower shall prepay all remaining Bridge Loans in accordance with this paragraph. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) Type 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 Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.04. Each prepayment of any outstanding Term 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (ia) The Subject to Section 2.01(d) and Section 2.12(b), the Borrower may, upon notice to shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Term Loans of any Class and Revolving Credit Loans of any Class Borrowing or payment due under Section 2.11(c), in whole or in part without premium part, upon prior written or penalty telecopy notice (except as set forth belowor telephone notice promptly confirmed by written or telecopy notice) to the Administrative Agent (i) in the case of any prepayment of amounts payable under Section 2.11(c), not later than 11:00 a.m., Boston time, two Business Days in advance of the proposed prepayment, (ii) in the case of any prepayment of Eurodollar Revolving Loans, not later than 11:00 a.m., Boston time, two Business Days in advance of the proposed prepayment and (iii) in the case of any prepayment of ABR Revolving Loans, not later than 11:00 a.m., Boston time, on the Business Day of the proposed prepayment; provided provided, however, that (A) the Borrower simultaneously reduce Facility B pro rata, such notice must that the prepayments made pursuant to this Section 2.12(a) and Section 2.12(a) of the Existing Credit Agreement shall be in a form reasonably acceptable to the Administrative Agent equal dollar amounts 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 each partial prepayment of Eurodollar Rate ABR Loans shall be in a principal minimum aggregate amount of $1,000,000 or a whole multiple 100,000 under each of $500,000 in excess thereof, Facility B and (C) any this Facility and each partial prepayment of Base Rate Eurodollar Loans shall be in a principal an amount of $250,000 or a whole which is an integral multiple of $100,000 under each of Facility B and this Facility and not less than $500,000 under each of Facility B and this Facility, (C) in excess thereof orthe event that the Borrower prepays the lenders under Facility B with respect to the term loans thereunder, in each case, if lesswhole, the entire Borrower shall simultaneously prepay in whole the Term Loans under the Facility and (D) a partial prepayment of a Eurodollar Borrowing under this Section 2.12(a) shall not be made that would result in the remaining aggregate outstanding principal amount thereof then outstandingunder each of Facility B and this Facility being less than $500,000. Each such notice of prepayment of any Borrowing or payment due under Section 2.11(c) shall specify the date and amount of such prepayment date, the Class, the Type and the Class(es) and Type(s) Interest Period of Loans the Borrowing to be prepaid and(in the case of a Eurodollar Borrowing), if Eurodollar Rate Loans are and the principal amount thereof to be prepaid, shall be irrevocable and shall commit the Interest Period(s) of Borrower to prepay such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of Borrowing or payment by 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 stated therein on the date specified stated therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the 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.

Optional Prepayments. (ia) The Borrower maymay at any time and from time to time prepay Loans, in whole or in part, upon at least one Business Days’ irrevocable notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Agent in the case of ABR 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 two Working Days’ irrevocable notice must be in a form reasonably acceptable to the Administrative Agent and be received by in the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment case of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and prepayment; provided that Eurodollar Loans prepaid on other than the Class(es) and Type(s) last day of Loans to any Interest Period with respect thereto shall be prepaid and, if Eurodollar Rate Loans are subject to be prepaid, the Interest Period(s) provisions of subsection 4.10. Upon receipt of such Loans. The notice the Administrative Agent will shall 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)thereof. If such notice is given by the Borrowergiven, the Borrower shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified therein. Any prepayment Accrued interest on any Notes or on the amount of a Eurodollar Rate Loan any Loans paid in full pursuant to this subsection 4.4 shall be accompanied by all accrued paid on the date of such prepayment. Accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term partial prepayment shall be paid on the Interest Payment Date next succeeding the date of such partial prepayment. Partial prepayments shall be in an aggregate principal amount equal to the lesser of (A) $1,500,000 or a whole multiple of $1,000,000 in excess thereof and (B) the aggregate unpaid principal amount of the applicable Loans, as the case may be. Any amount prepaid on account of Loans may not be reborrowed. Partial prepayments of the Loans pursuant to this Section 2.05(a) subsection 4.4 shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesBorrower.

Optional Prepayments. (i) The Borrower maySubject to subsection 4.15, upon the Borrowers may at any time and from time to time prepay Loans, in whole or in part, without premium or penalty, by irrevocable written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to Agent by 12:00 noon on the Administrative Agent and be received by Business Day preceding the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any proposed date of prepayment in the case of Eurodollar Rate Loans and (2) on the date of prepayment of Alternate Base Rate Loans, (B) any and by 12:00 noon on the third Business Day preceding the proposed date of prepayment in the case of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof orLoans, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify case specifying the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Revolving Credit Loans to or Term Loans; provided that if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by subsection 4.3(a), then such notice of prepayment may be prepaid and, revoked if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) such notice of termination is revoked in accordance with subsection 4.3(a). Upon receipt of such Loans. The notice the Administrative Agent will shall 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)thereof. If such notice is given by the Borrowergiven, the Borrower Borrowers shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified therein. Any prepayment Partial prepayments of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(asubsection 4.4 shall be in an aggregate principal amount equal to the lesser of (a) (i) $1,000,000 or a whole multiple of $100,000 in excess thereof with respect to Eurodollar Loans or (ii) $500,000 or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (b) the aggregate unpaid principal amount of the Term Loans. Partial prepayments of Revolving Credit Loans pursuant to this subsection shall be in an aggregate principal amount equal to the lesser of (a) (i) $1,000,000 or a whole multiple of $100,000 in excess thereof with respect to Eurodollar Loans or (ii) $500,000 or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (b) the aggregate unpaid principal amount of the Revolving Credit Loans (or the aggregate unpaid principal amount of Revolving Credit Loans maintained as Alternate Base Rate Loans (in the case of a prepayment of such Revolving Credit Loans) or as Eurodollar Loans with a single Interest Period (in the case of a prepayment of such Revolving Credit Loans)), as the case may be. Prepayments of the Term Loans pursuant to this subsection 4.4 shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiessubsection 4.7.

Optional Prepayments. (i) The Borrower Borrowers may, upon notice to the Administrative AgentAgent by the Parent Borrower, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans Borrowing of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m., Local Time (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Eurocurrency RateTerm Benchmark Loans or RFR Loans and (2B) on the date of prepayment of Base Rate Loans, Loans and (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 the Borrowing Minimum or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 the Borrowing Multiple in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Parent Borrower, the Borrower 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 Eurodollar Rate Eurocurrency RateTerm Benchmark Loan or an RFR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities3.04.

Optional Prepayments. (i) The Borrower ODEC may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Syndicated 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)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Syndicated LIBOR Rate Loans and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Syndicated Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Syndicated Loans to be prepaid and, if Eurodollar Syndicated LIBOR 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 Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the BorrowerODEC, the Borrower ODEC shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Syndicated LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.052.14. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Syndicated Loans of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities.Percentages. 37

Optional Prepayments. (i) The Borrower may, upon notice to Borrowers have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Term Loans of any Class and Revolving Credit Loans of any Class Loans, in whole or in part without premium or penalty part, (except as set forth below)i) with respect to Eurodollar Loans, upon at least three Business Days' prior written notice to the Agent and (ii) with respect to Base Rate Loans on the same Business Day if written notice is received by the Agent prior to 12:00 noon (Chicago, Illinois time) and thereafter upon at least one Business Day's prior written notice to the Agent; provided that (Aa) each such notice must partial prepayment shall be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. multiples of $100,000, (1b) three Business Days prior to any date of no 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 permitted under this Section 2.6(C) other than on the last day of an Interest Period applicable thereto unless such prepayment is accompanied by the payment of the amounts described in Section 3.5(A) and (c) no partial prepayment of a Borrowing of Eurodollar Loans shall result in the aggregate principal amount of the Eurodollar Loans remaining outstanding pursuant to such Borrowing being less than $1,000,000 or a whole multiple 1,000,000. Each notice of $500,000 in excess thereofprepayment shall specify the prepayment date, and (C) any prepayment of Base Rate Loans shall be in a the principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid andand in the case of Eurodollar Loans, if Eurodollar Rate the Borrowing or Borrowings pursuant to which made, shall be irrevocable and shall commit the Borrowers to prepay such Loan by the amount and on the date stated therein. The Agent shall, promptly after receiving notice from a Borrower under this Section 2.6(C), notify each Lender of the principal amount of the Loans held by such Lender that are to be prepaid, the Interest Period(s) prepayment date and the manner of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and application of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the 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.

Optional Prepayments. (i) The applicable Borrower may, upon notice to the Administrative AgentAgent by such Borrower in substantially the form attached hereto as Exhibit K, at any time or from time to time voluntarily prepay Initial Term Loans of any Class and B Loans, Revolving Credit Loans of any Class and the Delayed Draw Term Loans in whole or in part without premium or penalty (except as set forth belowrequired by clause (iii) of this Section 2.05(a) and Section 3.05); provided that provided, (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. at any time (1A) at least three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on at least one Business Day prior to the date of prepayment of Base Rate Loans, Loans and (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding or such other amount as reasonably agreed by the Administrative Agent. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the BorrowerLead Borrower or any of its Affiliates, the applicable 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 Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof each Class of Term Loan as directed by the appliable Borrower and applied to the installments of such relevant Class as directed by such Borrower (it being understood and agreed that if the such Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans of the relevant Class under Section 2.07(a) 2.07 in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentage.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term ratably any Loans of any Class and Revolving Credit Loans of any Class then outstanding in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and 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 applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, further that the Borrower shall compensate and hold harmless any Lender from any loss, cost or expense incurred by such Lender in accordance with Section 2.20 as a result of the failure to make such prepayment. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities2.20.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or and from time to time voluntarily time, prepay Term Loans of any Class and Revolving Credit Loans of any Class Borrowing in whole or in part without part, subject to any applicable premium or penalty in accordance with clause (except as set forth below)b) of this Section 2.05; provided that (Ai) such notice must shall be in the form of a form reasonably acceptable written Prepayment Notice, appropriately completed and signed by a Responsible Officer of the Borrower, or may be given by telephone to the Administrative Agent (if promptly confirmed by such a written Prepayment Notice consistent with such telephonic notice) and must be received by the Administrative Agent not later than 11:00 a.m. (1New York City time) three one Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on Day before the date of prepayment of Base Rate Loans, prepayment; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice Prepayment Notice shall specify the date and amount of such prepayment and the Class(es(A) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, whether such prepayment shall be applied to prepay the Term Loan of the Lenders and/or prepay outstanding principal under any Additional Debt Documents, (B) for any amounts of such prepayment to be applied to the Term Loan, how such amounts are to be applied against the scheduled repayments remaining Term Loan Required Payments, (C) the prepayment date and (D) the principal amount of each Borrowing or portion thereof to be prepaid; (iii) each such Term Loans under Section 2.07(a) in direct order of maturity) and partial prepayment shall be paid in an amount not less than $2,000,000, or a larger multiple of $100,000. Promptly following receipt of any such notice relating to a Borrowing, the Appropriate LendersAdministrative Agent shall advise the applicable Lenders of the contents thereof. Each Prepayment Notice shall be irrevocable, subject to Section 2.16, in accordance with their respective Applicable Percentages provided that a prepayment notice in respect of each a payment of all Obligations shall be permitted to include a range of prepayment dates (to be agreed with the relevant Facilities and Refinancing FacilitiesAdministrative Agent) with a per day prepayment amount within such range of prepayment dates.

Optional Prepayments. (ia) The Borrower Borrowers may, upon at least 1 Domestic Business Days' notice to the Administrative Agent, prepay any Base Rate Borrowing in whole at any time time, or from time to time voluntarily time, in part in amounts aggregating at least $1,000,000 with additional increments of $500,000 (or any lesser amount equal to the outstanding balance of such Borrowing), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay Term ratably the Base Rate Loans of the several Lenders included in such Base Rate Borrowing. (b) Subject to any Class and Revolving Credit Loans payments required pursuant to the terms of Article IX for a Euro-Dollar Loan, upon 3 Domestic Business Day's prior written notice, the Borrowers may prepay in minimum amounts of $1,000,000 with additional increments of $1,000,000 (or any lesser amount equal to the outstanding balance of such Loan) all or any portion of the principal amount of any Class in whole or in part without premium or penalty Euro-Dollar Loan prior to the maturity thereof. (except as set forth below); provided that (Ac) such Upon receipt of a notice must be in a form reasonably acceptable of prepayment pursuant to this Section 2.11, the Administrative Agent shall promptly notify each Lender of the contents thereof and be of such Lender's ratable share of such prepayment and such notice, once received by the Administrative Agent Agent, shall not later than 11:00 a.m. thereafter be revocable by the Borrowers. (1d) three Business Days prior to The first two Loans in any date of prepayment of Eurodollar Rate Loans and (2) Fiscal Year which are prepaid on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate same day such Loans are made shall be in a principal amount of $1,000,000 not bear interest hereunder except to the extent that the Administrative Agent or a whole multiple of $500,000 in excess thereofLender declares that it incurred interest on funds which comprised such Loan. In all other cases, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based interest on such Lender’s Applicable Percentage in respect of Loans which are prepaid on 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 same day they are made shall be due and payable on without the date specified thereinAdministrative Agent's or any Lender's making any such declaration. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to Nothing in this Section 2.05(asubsection (d) shall be applied deemed to limit any other reimbursement, indemnification, or other rights to payment afforded the installments thereof as directed by Administrative Agent or the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) Lenders elsewhere in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiesthis Agreement.

Optional Prepayments. (i) The Borrower may, upon notice to shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Term Loans of any Class and Revolving Credit Loans of any Class Borrowing, in whole or in part part, without premium or penalty penalty, by giving irrevocable written notice (except as set forth below); provided that (Aor telephonic notice promptly confirmed in writing) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by (i) in the Administrative Agent not later than case of prepayment of any Eurocurrency Borrowing, prior to 11:00 a.m. three (13) three Business Days prior to any date such prepayment, (ii) in the case of any prepayment of Eurodollar any Base Rate Loans and (2) Borrowing, prior to 11:00 a.m. on the date of such 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 (Ciii) any prepayment in the case of Base Rate Loans shall be in a principal amount Swingline Borrowings, prior to 11:00 a.m. on the date of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Class(es) and Type(s) principal amount of Loans to be prepaid and, if Eurodollar Rate Loans are each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Interest Period(s) of such Loans. The Administrative Agent will shall promptly notify each Appropriate affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s ratable portion 's Pro Rata Share of any such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment aggregate 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 designated in such notice, together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.12(d); provided, together with any additional that if a Eurocurrency 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 3.052.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) a Borrowing shall be applied ratably to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of Loans comprising such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesBorrowing.

Optional Prepayments. (i) The Borrower may, upon notice to shall have the Administrative Agent, right at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part time, without premium or penalty (except as set forth belowsubject to Section 4.4(a)(ii); provided that (A) such notice must be ), to prepay the Term Loans, in a form reasonably acceptable whole or in part, upon delivery to the Administrative Agent and be received by the Administrative Agent of a Notice of Prepayment not later than 11:00 a.m. 12:00 p.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2i) on the date of same Business Day as the prepayment of a Base Rate Loans, Loan and (Bii) any at least three RFR Business Days before the prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereofLIBOR RateTerm SOFR Loan, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment repayment, whether the repayment is of LIBOR RateTerm SOFR Loans or Base Rate Loans or a combination thereof, and if a combination thereof, the amount allocable to each and the Class(es) and Type(s) applicable Class of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be being 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 ; provided that such notice may state that the prepayment is conditioned upon the effectiveness of a Eurodollar Rate Loan shall other credit facilities, acquisitions, dispositions or other transactions, in which case, such notice may be accompanied revoked or modified by all accrued interest Borrower (by notice to Administrative Agent on or prior to the amount prepaid, together with any additional amounts required pursuant to Section 3.05specified prepayment date) if such condition is not satisfied. Each optional prepayment of any outstanding Class of Term Loans pursuant to this Section 2.05(a) hereunder shall be in an aggregate principal amount of at least $1,000,000 or any whole multiple of $500,000 in excess thereof and shall be applied to the outstanding principal installments thereof of any Incremental Term Loans as directed by the Borrower (it being understood and agreed Borrower, provided that if in the Borrower does not so direct at the time absence of such prepaymentdirection, such optional prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) to outstanding principal installments in direct order of maturity) and . Each repayment shall be accompanied by any amount required to be paid to the Appropriate Lenders, subject pursuant to Section 2.165.9 hereof. A Notice of Prepayment received after 12:00 p.m. shall be deemed received on the next Business Day or RFR Business Day, as applicable. The Administrative Agent shall promptly notify the applicable Term Loan Lenders of each Notice of Prepayment. Notwithstanding the foregoing, (x) any Notice of Prepayment delivered in accordance connection with their respective Applicable Percentages any refinancing of all or any portion of the Term Loan Facility with the proceeds of such refinancing or of any other Incurrence of Indebtedness or the receipt of Net Cash Proceeds of Asset Disposition may be, if expressly so stated to be, contingent upon the consummation of such refinancing, Incurrence or receipt and may be revoked by the Borrower in the event such refinancing is not consummated or such Net Cash Proceeds are not received; provided that the delay or failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 5.9 and (y) the Borrower may not repay Extended Term Loans of each any Extension Series unless such prepayment is accompanied by a pro rata (or greater) repayment of Term Loans of the relevant Facilities and Refinancing FacilitiesExisting 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).

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay Term Loans the Borrowing of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m., New York City time (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on one (1) Business Day prior to the date of prepayment of Base Rate Loans, (B2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereofthereof or, and in each case, the entire principal amount thereof then outstanding, (C3) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding and (4) if after giving effect to any such prepayment during the #93847511v24 Bridge Period, the aggregate principal amount of Bridge Loans outstanding would be less than $40,000,000, then the Borrower shall prepay all remaining Bridge Loans in accordance with this paragraph. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) Type 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 Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.04. Each prepayment of any outstanding Term 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (i) The Borrower may, upon notice to shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Term Loans of any Class and Revolving Credit Loans of any Class Borrowing, in whole or in part part, without premium or penalty penalty, by giving irrevocable written notice (except as set forth below); provided that (Aor telephonic notice promptly confirmed in writing) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not no later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. (1x) not less than three (3) Business Days prior to any prepayment of Eurodollar Loans denominated in Dollars and (y) not less than four (4) Business Days prior to any date of prepayment of Eurodollar Loans denominated in the Alternative Currency, (ii) in the case of any prepayment of any Base Rate Loans Borrowing, 11:00 a.m. not less than one (1) Business Day prior to the date of such prepayment, and (2iii) in the case of Swingline Borrowings, 11:00 a.m. on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and prepayment, the Class(es) and Type(s) Class of the Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) currencies of the Loans to be prepaid and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment may state that such notice is conditioned upon the closing of a Disposition or the incurrence of Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the date of such Loansproposed prepayment) if such condition is not satisfied. The Upon receipt of any such notice, the Administrative Agent will shall promptly notify each Appropriate affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s ratable portion Pro Rata Share of any such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment aggregate 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 designated in such notice, together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.13(d); provided, together with any additional that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 3.052.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the ease 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 any outstanding Term Loans pursuant to this Section 2.05(a) a Borrowing shall be applied ratably to the Loans comprising such Borrowing, and in the ease of a prepayment of a Term Loan Borrowing, an Add-On Term Loan Borrowing or an Incremental Term Loan A Borrowing, to principal installments thereof of the Term Loans, Add-On Term Loans and Incremental Term Loan A. on a pro rata basis, as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesBorrower.

Optional Prepayments. (ia) The Each Borrower maymay at any time and from time to time prepay the Loans made to it (other than (x) the Swing Line Loans, as to which the provisions of subsection 10.3(b) shall apply and (y) the European Overdraft Loans, as to which the provisions of subsection 9.3 shall apply), in whole or in part, without premium or penalty, upon at least three Business Days' (or, in the case of prepayments of ABR Loans, same day's) irrevocable notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty Agent (except as set forth below); provided that (A) such which notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date (x) in the case of prepayment of Eurodollar Rate Loans denominated in Dollars, 11:00 A.M., New York City time, and (2y) in the case of Loans denominated in Optional Currencies, 11:00 A.M., London time, on the date of upon which such notice is due), specifying whether such prepayment of Base Rate is to be applied to the Tranche A Loans, the Tranche B Loans, the Revolving Credit Loans or the European Revolving Loans (Band, if European Revolving Loans, whether such Loans are Syndicated European Loans or Local European Loans and the currency in which such Loans are denominated) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof orhereunder and, in each caseany event, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurocurrency Loans, ABR Loans to be prepaid or a combination thereof, and, if Eurodollar Rate Loans are to be prepaidof a combination thereof, the Interest Period(s) amount allocable to each. Upon receipt of any such Loans. The notice, the Administrative Agent will shall promptly notify each Appropriate affected 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)thereof. If any such notice is given by the Borrowergiven, 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 , together with any amounts payable pursuant to subsection 10.15 and, except in the case of a Eurodollar Rate Loan shall be accompanied by all prepayments of Revolving Credit Loans which are ABR Loans, accrued interest to such date on the amount prepaid. Partial prepayments shall be (i) in the case of Loans denominated in Dollars, together with in an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof, (ii) in the case of Syndicated European Loans denominated in any additional amounts required pursuant Optional Currency, in an aggregate principal amount equal to Section 3.05an integral multiple of 100,000 units of such Optional Currency and equal to or greater than the Local Equivalent of $2,000,000 and (iii) in the case of Local European Loans denominated in any Optional Currency, in an aggregate principal amount equal to an integral multiple of 50,000 units of such Optional Currency and equal to or greater than the Local Equivalent of $100,000. Each prepayment Partial prepayments of any outstanding Term the Tranche A Loans pursuant to this Section 2.05(a) and the Tranche B Loans shall be applied ratably to the remaining installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiesthereof.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay the Term Loans of any Class and reduce the Revolving Credit Loans of any Class Commitments, in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such in the last sentence of this Section, upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) at least three Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and (2) on at least one Business Day prior thereto in the date case of prepayment of Base Rate ABR Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans to be or ABR Loans; provided, that if a Eurodollar Loan is prepaid and, if Eurodollar Rate Loans are to be prepaid, on any day other than the last day of 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 BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.22; provided, further, that any prepayment made pursuant to this Section 2.12 shall be applied pro rata to (i) the Tranche A Term Loans, (ii) the Conversion Term Loans, (iii) the Optional Term Loans, (iv) the reduction of the Delayed Draw Term Loans and (v) the reduction of the Revolving Credit Commitments. Upon receipt of any such prepayment and notice the payment Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Any prepayment reduction of a Eurodollar Rate Loan the Revolving Credit Commitments pursuant to this Section 2.12 shall be accompanied by all accrued interest on prepayment of the Revolving Credit Loans to the extent, if any, that the aggregate outstanding principal amount of Revolving Credit Loans exceeds the amount prepaid, together with any additional amounts required pursuant to Section 3.05of the Total Revolving Credit Commitments as so reduced. Each prepayment Partial prepayments of any outstanding Term Loans pursuant to this Section 2.05(a) and Revolving Credit Commitments 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 in an aggregate principal amount of such prepayment, such prepayment shall be applied against the scheduled repayments $1,000,000 or a whole multiple thereof. Optional prepayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities.the

Optional Prepayments. (ia) The Subject to subsection 2.8(b), the Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class its Loans, in whole or in part part, without premium or penalty penalty, upon written (except as set forth below); provided that (Aor telephonic promptly confirmed in writing) such notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) at least three Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and (2) on at least one Business Day prior thereto in the date case of prepayment of Base Rate ABR Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans, ABR Loans to be prepaid or a combination thereof, and, if Eurodollar Rate Loans are to be prepaidof a combination thereof, the amount allocable to each, provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period(s) Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to subsection 2.18. Each notice of prepayment delivered by the Borrower under this subsection 2.8 shall be irrevocable, provided that any such Loans. The notice may state that such notice is conditioned upon effectiveness of other financing or of an asset sale, in which case such notice may be revoked by the Borrower, by notice to the Administrative Agent will on or prior to the specified effective date if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each Appropriate relevant 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)thereof. If any such notice is given by the Borrower(and not revoked), 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 Amounts prepaid on account of a the Term Loans may not be reborrowed. Partial prepayments of Eurodollar Rate Loan Loans shall be accompanied by all accrued interest on the in an aggregate principal amount prepaid, together with any additional amounts required pursuant to Section 3.05of $5,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment Partial prepayments of any outstanding Term ABR Loans pursuant to this Section 2.05(a(other than Swingline Loans) shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 thereof. Optional prepayments on account of the Term Loans shall be allocated among the Term Loans under the Term Loan Facilities and any Incremental Term Loan Facilities ratably based on the outstanding principal amount of the Term Loans under each such Facility (unless the Incremental Term Loan Activation Notice with respect to any Incremental Term Loan Facility waives the entitlement of such Incremental Term Loan Facility to such ratable allocation) and applied to the then remaining installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of under each such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Facility in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiessubsection 2.15(c).

Optional Prepayments. (ia) The Borrower maymay at any time and from time to time prepay the Loans, in whole or in part, subject to payments of any amounts required pursuant to Section 5.12 hereof, without premium or penalty, upon at least four Business Days' irrevocable notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business 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 prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans, Base Rate Loans to be prepaid or a combination thereof, and, if Eurodollar Rate Loans are to be prepaidof a combination thereof, the Interest Period(s) amount allocable to each. Upon receipt of any such Loans. The notice the Administrative Agent will shall 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)thereof. If any such notice is given by the Borrowergiven, 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 , together with any amounts payable pursuant to Section 5.12 and, in the case of a Eurodollar Rate Loan shall be accompanied by all prepayments of the Term Loans only, accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding the Term Loans pursuant to this Section 2.05(a) shall be applied to the installments of principal thereof as directed in the inverse order of their scheduled maturities; PROVIDED, that, other than with respect to prepayments in full, any Lender holding a Tranche B Term Loan may elect to reject acceptance of any partial prepayment in respect of its Tranche B Term Loan by giving notice to such effect to the Administrative Agent prior to the making of such prepayment by the Borrower (it being understood and agreed that if Borrower, in which case the Borrower does not so direct at the time amount of such prepayment, such rejected prepayment shall be applied against to installments of principal of the scheduled repayments of such Tranche A Term Loans under Section 2.07(a) in direct the inverse order of maturity) and their scheduled maturities. Amounts prepaid on account of the Term Loans may not be reborrowed. Partial prepayments pursuant to this Section shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect an aggregate principal amount of each of the relevant Facilities and Refinancing Facilities$1,000,000 or a whole multiple thereof.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such penalty, upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) at least three Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and (2) on at least one Business Day prior thereto in the date of prepayment case of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment, whether such prepayment and the Class(es) and Type(s) is of Tranche B Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such or Revolving Credit Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and whether such prepayment is of Eurodollar Loans or Base Rate Loans; provided that a notice of prepayment delivered by the Borrower with respect to a prepayment of all but not less than all 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 Loans may state that such notice is given conditioned upon the effectiveness of other credit facilities or receipt of proceeds from other sources, in which case such notice may be revoked by the BorrowerBorrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, further, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such prepayment and notice the payment 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 Loans that are Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Loans (other than Swingline Loans) shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof (or, if less, the entire remaining unpaid balance thereof). Any prepayment of a Eurodollar Rate Loan Swingline Loans shall be accompanied by all accrued interest on in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the amount prepaid, together with any additional amounts required pursuant to Section 3.05entire remaining unpaid balance thereof). Each prepayment Optional prepayments of any outstanding Tranche B Term Loans pursuant to this Section 2.05(a) shall will be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under set forth in Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities2.17(b).