Common use of Optional Prepayments Clause in Contracts

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

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of any prepayment of any Eurodollar Borrowing, 1:00 p.m. not less than three (3) Business Days prior to any the date of such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the 1:00 p.m. not less than one (1) Business Day prior to the date of such prepayment, and (iii) in the case of any prepayment of any Swingline BorrowingsBorrowing, prior to 1:00 p.m. on the date of such prepayment. Each such notice shall be irrevocable (provided that (x) any such notice in connection with the repayment of all Loans may be conditioned on the occurrence of another financing or transaction, in which case such notice may be revoked if such financing or transaction does not occur on a timely basis and (y) the Borrower shall pay all amounts required to be paid pursuant to Section 2.19 as a result of such revocation) and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticenotice (unless revoked as provided above), together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); provided, provided that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (i) each Eurodollar Borrowing shall not be less than $5,000,000 or a larger multiple of $250,000, (ii) each Base Rate Borrowing (other than a Base Rate Borrowing of Swingline LoanLoans) shall not be in an amount that would be permitted in the case less than $1,000,000 or a larger multiple of an advance of a Revolving $100,000 and (iii) each Base Rate Borrowing of the same Type pursuant to Section 2.3 Swingline Loans shall not be less than $100,000 or in the case a larger multiple of a Swingline Loan pursuant to Section 2.5$50,000. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing and, in the case of a prepayment of a Term Loan Borrowing, to principal installments in the manner directed by the Borrower.

Optional Prepayments. (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, Borrowing in whole or in part, without premium or penalty, by giving irrevocable written subject to prior notice in accordance with Section 3.04(a)(ii). (or telephonic notice promptly confirmed in writingii) to The Borrower shall notify the Administrative Agent no later than 12:00 noon, by telephone (iconfirmed by facsimile or e-mail) of any prepayment hereunder (A) in the case of prepayment of any a Eurodollar Borrowing, not less later than 11:00 a.m., Central time, three (3) Business Days prior to any such before the date of prepayment, or (iiB) in the case of any prepayment of any Base Rate an ABR Borrowing, on the not later than 11:00 a.m., Central time, one (1) Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on before the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed prepayment date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided that the failure of such condition shall not relieve the Borrower from its obligations under Section 5.02 in respect thereof). Upon Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall promptly notify each affected Lender advise the Lenders of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18thereof. Each partial prepayment of any Loan (other than a Swingline Loan) Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to as provided in Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.52.02. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such included in the prepaid Borrowing. Prepayments pursuant to Section 3.04(a) shall be accompanied by accrued interest to the extent required by Section 3.02.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of any prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any the date of such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the 11:00 a.m. not less than one (1) Business Day prior to the date of such prepayment, and (iii) in the case of any prepayment of any Swingline BorrowingsBorrowing, 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); provided, provided that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or 2.2 or, in the case of a Swingline Loan Loan, pursuant to Section 2.52.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. The Borrower shall have the right at any time and may, from time to time to on any Business Day, voluntarily prepay any Borrowing, Advances in whole or in part, without premium penalty or penaltypremium; provided that the Borrower shall have delivered to the Collateral Agent, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Lenders and the Administrative Agent no later than 12:00 noonwritten notice of such prepayment (such notice, (ia “Notice of Prepayment”) in the case form of prepayment of any Eurodollar Borrowing, Exhibit C not less later than three 2:00 p.m. two (32) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice prepayment (provided that in connection with any voluntary prepayment of Advances to cure any non-compliance with the Interest Coverage Ratio Test, no Event of Default shall be irrevocable and shall specify deemed to occur if such payment is made beyond any applicable grace period solely as a result of the proposed date of Administrative Agent’s failure to waive such prepayment and the principal amount of each Borrowing or portion thereof to be prepaidtwo (2) Business Day advance notice requirement for such repayment). Upon receipt of any such notice, the The Administrative Agent shall promptly notify each affected Lender the Lenders of such Notice of Prepayment. Each such Notice of Prepayment shall specify the portion of the contents thereof outstanding principal balance that shall be prepaid and of such Lender’s Pro Rata Share of any such prepayment. If be irrevocable and effective upon receipt and shall be dated the date such notice is being given, signed by a Responsible Officer of the aggregate Borrower and otherwise appropriately completed. Each prepayment of any Advance by the Borrower pursuant to this Section 2.06(a) shall in each case be in a principal amount of at least $500,000 or, if less, the entire outstanding principal amount of the Advances of the Borrower. If a Notice of Prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingspecified therein.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.14(e); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 2.2 or in the case of a Swingline Loan pursuant to Section 2.52.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing; provided, that, notwithstanding anything to the contrary herein, any prepayment of any Term Loan pursuant to this Section 2.11 shall be made on a pro rata basis to each of Term Loan A and Term Loan A-1 (with the application of such prepayment to be, as to each of Term Loan A and Term Loan A-1, to principal installments thereof in inverse order of maturity). Notwithstanding anything to the contrary in this Agreement, any notice of prepayment delivered by the Borrower under this Section 2.11 may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or delayed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of any prepayment of any Eurodollar SOFR Borrowing, 1:00 p.m. not less than three (3) Business Days prior to any the date of such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the 1:00 p.m. not less than one (1) Business Day prior to the date of such prepayment, and (iii) in the case of any prepayment of any Swingline BorrowingsBorrowing, prior to 1:00 p.m. on the date of such prepayment. Each such notice shall be irrevocable (provided that (x) any such notice in connection with the repayment of all Loans may be conditioned on the occurrence of another financing or transaction, in which case such notice may be revoked if such financing or transaction does not occur on a timely basis and (y) the Borrower shall pay all amounts required to be paid pursuant to Section 2.19 as a result of such revocation) and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender▇▇▇▇▇▇’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticenotice (unless revoked as provided above), together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); provided, provided that if a Eurodollar SOFR Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (i) each SOFR Borrowing shall not be less than $5,000,000 or a larger multiple of $250,000, (ii) each Base Rate Borrowing (other than a Base Rate Borrowing of Swingline LoanLoans) shall not be in an amount that would be permitted in the case less than $1,000,000 or a larger multiple of an advance of a Revolving $100,000 and (iii) each Base Rate Borrowing of the same Type pursuant to Section 2.3 Swingline Loans shall not be less than $100,000 or in the case a larger multiple of a Swingline Loan pursuant to Section 2.5$50,000. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing and, in the case of a prepayment of a Term Loan Borrowing, to principal installments in the manner directed by the Borrower.

Optional Prepayments. The Borrower shall have may voluntarily prepay the right at any time and from time to time to prepay any BorrowingLoan, in whole or but not in partpart (except pursuant to a mandatory prepayment under Section 2.05), without premium or penaltyon any Payment Date with payment of the applicable Exit Fee on the Loan, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) Subject to the Administrative Agent no later provisions of Section 2.11 hereof. If Borrower shall prepay all or any portion of the Loan on any day other than 12:00 noona Payment Date, (i) in the case of prepayment of any Eurodollar BorrowingBorrower shall pay to Lender, not less than three (3) Business Days prior to any simultaneously with such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, all interest on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion the Loan which would have accrued through the end of the Interest Period then in effect and all other amounts due to Lender under this Agreement. If Borrower intends to voluntarily prepay the Loan, Borrower shall give at least thirty (30) days’ prior written notice thereof to be prepaid. Upon receipt Lender, specifying the date of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d)prepaid; provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable theretohowever, the Borrower shall also pay all amounts required pursuant have the right to Section 2.18. Each partial revoke such notice of prepayment of at any Loan time until the date which is two (other than a Swingline Loan2) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably Business Days prior to the Loans comprising intended date of such Borrowingprepayment so long as Borrower pays all of Lender’s out-of-pocket costs and expenses incurred in connection with the revocation of such notice of prepayment.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of any prepayment of any Eurodollar Borrowing, 1:00 p.m. not less than three (3) Business Days prior to any the date of such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the 1:00 p.m. not less than one (1) Business Day prior to the date of such prepayment, and (iii) in the case of any prepayment of any Swingline BorrowingsBorrowing, prior to 1:00 p.m. on the date of such prepayment. Each such notice shall be irrevocable (provided that (x) any such notice in connection with the repayment of all Loans may be conditioned on the occurrence of another financing or transaction, in which case such notice may be revoked if such financing or transaction does not occur on a timely basis and (y) the Borrower shall pay all amounts required to be paid pursuant to Section 2.19 as a result of such revocation) and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticenotice (unless revoked as provided above), together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); provided, provided that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or 2.2 or, in the case of a Swingline Loan Loan, pursuant to Section 2.52.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. (a) The Borrower shall have may, upon notice to the right Agent pursuant to delivery to the Agent of a Notice of Loan Prepayment, at any time and or from time to time to voluntarily prepay any Borrowing, Loans in whole or in part, part without premium or penalty, subject to Section 2.12; provided that, unless otherwise agreed by giving irrevocable written the Agent, (A) such notice (or telephonic notice promptly confirmed in writing) to must be received by the Administrative Agent no not later than 12:00 noon, noon (iNew York City time) in the case of prepayment of any Eurodollar Borrowing, not less than three (31) two (2) Business Days prior to any such prepayment, (ii) in the case date of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, Term SOFR Loans and (iii2) in the case of Swingline Borrowings, on the date of such prepaymentprepayment of Base Rate Loans; and (B) any prepayment of Loans shall be in a principal amount of $25,000,000 or a whole multiple of $5,000,000 in excess thereof, or, if less, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and Notice of Loan Prepayment shall specify the proposed date and amount of such prepayment and the principal amount Type(s) of each Borrowing or portion thereof Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Any prepayment of principal of any Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. Subject to Section 2.18, each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Borrowing. (b) Upon receipt of any such noticea notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each affected Lender Bank of the contents thereof and of such LenderBank’s Pro Rata Share ratable share (if any) of any such prepayment. If such notice is given, the aggregate amount specified in prepayment and such notice shall not thereafter be due and payable on revocable by the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such BorrowingBorrower.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. (Atlanta, Georgia time) not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. (Atlanta, Georgia time) on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.11(e); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.17. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 2.2 or in the case of a Swingline Loan pursuant to Section 2.52.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. (Richmond, Virginia time) not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing or an Index Rate Borrowing, 11:00 a.m. (Richmond, Virginia time) on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, 11:00 a.m. (Richmond, Virginia time) on the date of such prepayment, provided that no notice shall be required for the prepayment of any Cash Management Swingline Loans. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.20. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 2.2 or in the case of a Swingline Loan pursuant to Section 2.52.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing, and in the case of a prepayment of a Term Loan Borrowing, to principal installments in such order of maturity as the Borrower may direct.

Optional Prepayments. The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepaymentprepayment of LIBOR Rate Loans or, (ii) in the case of any prepayment a Borrowing of any Base Rate BorrowingLoans or Swing Loans bearing interest at the Swing Line Lender’s Quoted Rate, on notice delivered by the Business Day of such prepayment, and (iii) in Borrowers to the case of Swingline Borrowings, Administrative Agent not later than 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s applicable Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticenotice and, together with in the case of LIBOR Rate Loans, all accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.12(b); provided, provided that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower Borrowers shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment Partial prepayments shall be in an aggregate amount of any Loan (other than $1,000,000 or a Swingline Loan) whole multiple of $100,000 in excess thereof; provided, that the amount remaining outstanding 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 not less than required by Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.52.6. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing. A notice of prepayment received after 11:00 a.m. shall be deemed received on the next Business Day. All prepayments of LIBOR Rate Loans under this Section 2.10 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of prepayment. Notwithstanding the foregoing, any notice of prepayment delivered by the Borrowers may state that such notice is conditioned upon the effectiveness of one or more other transactions, in which case such notice may be revoked (subject to the payment of amounts due under Section 2.18) by the Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, so long as notice of such revocation is delivered to the Administrative Agent no later than the Business Day (or such shorter period as the Administrative Agent may agree) prior to the proposed date of prepayment.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of any prepayment of any Eurodollar SOFR Borrowing, 11:00 a.m. Eastern Time not less than three (3) Business Days prior to any the date of such prepayment, prepayment and (ii) in the case of any prepayment of any Base Rate Borrowing, on the not less than one (1) Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on prior to the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid; provided that such notice may be contingent upon the effectiveness of a replacement credit facility, similar financing or any asset sale or equity offering or similar event. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender▇▇▇▇▇▇’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.11(c); provided, provided that if a Eurodollar SOFR Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.17. 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 2.52.2. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. The (a) Subject to Section 2.19, each Borrower shall have the right at any time and from time to time to prepay any Borrowing, Borrowing in whole or in part, without premium or penalty, by giving irrevocable written subject to prior notice in accordance with paragraph (or telephonic notice promptly confirmed in writingb) to of this Section. (b) The applicable Borrower shall notify the Administrative Agent no later than 12:00 noon(and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of any Eurodollar a Eurocurrency Borrowing, not less later than 11:00 a.m., Local Time, three (3) Business Days prior to any such before the date of prepayment, (ii) in the case of any prepayment of any Base Rate an ABR Revolving Borrowing, on the not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment, and prepayment or (iii) in the case of prepayment of a Swingline BorrowingsLoan, not later than 12:00 noon, New York City time, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed prepayment date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.11, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.11. Upon Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Agent shall promptly notify each affected Lender advise the Revolving Lenders of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18thereof. Each partial prepayment of any Loan (other than a Swingline Loan) Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to as provided in Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.52.05. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans comprising such included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.16.

Optional Prepayments. The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penaltysubject to the payment of the premium, if any, described in Section 2.24, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar LIBOR Borrowing, . 11:00 a.m. (Eastern time) not less Less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing or index Rate Borrowing, on the not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date of such prepayment. , provided that no notice shall be required for the prepayment of any Cash Management Swingline Loans, Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share pro rata share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); 2.12(c): provided, that if a Eurodollar LIBOR Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower Borrowers shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Loan Borrowing of the same Type pursuant to Section 2.3 2.2 or in the case of a Swingline Loan pursuant to Section 2.52.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing, and in the case of a prepayment of a Term Loan Borrowing, to principal installments in inverse order of maturity.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of any prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any the date of such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the not less than one (1) Business Day prior to the date of such prepayment, and (iii) in the case of any prepayment of any Swingline BorrowingsBorrowing, prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); provided, provided that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or 2.2 or, in the case of a Swingline Loan Loan, pursuant to Section 2.52.4. Each optional prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing and, in the case of a prepayment of an Incremental Term Loan Borrowing, to principal installments in the manner selected by the Borrower.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty; provided, by giving however, that any prepayment of Eurodollar Borrowings shall be in a minimum amount of $1,000,000.00 and any larger multiple of $500,000.00. No prior written notice shall be required in the case of any prepayment of any Daily One Month LIBOR Borrowing. In the case of prepayment of any Eurodollar Borrowing, Borrower shall give irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent Lender no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) New York Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.12(c); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.52.3. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid, provided, that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.8, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.8. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 2.2 or in the case of a Swingline Loan pursuant to Section 2.52.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. The Borrower shall have the right may at any time and from time to time to prepay any Borrowingthe Revolving Credit Loans, in whole or in part, without premium or penaltypenalty (subject to Section 2.22), by giving upon at least two Business Days’ irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Managing Administrative Agent no Agent, if such prepayment is to be applied in whole or in part to LIBOR Loans, and upon same day notice otherwise (which notices shall be made on the relevant day not later than 12:00 noon11:00 A.M., (i) in New York City time), specifying the case date and amount of prepayment and whether the prepayment is of any Eurodollar BorrowingLIBOR Loans, not less than three (3) Business Days prior or a combination of LIBOR and ABR Loans, and, if of a combination thereof, the amount allocable to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaideach. Upon receipt of any such notice, notice the Managing Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with any accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date and any other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required payable pursuant to Section 2.182.22, provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Managing Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each partial prepayment of any Loan (other than a Swingline Loan) Partial prepayments shall be in an aggregate principal amount that would be permitted of $10,000,000 or a whole multiple of $1,000,000 in excess thereof. The Borrower shall not have the case right to prepay any principal amount of an advance any CAF Advance except as provided in subsection 2.10(a). Prepayments of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline any Swing Line Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingas provided in subsection 2.18(a).

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

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (ia) in the case of any prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any the date of such prepayment, (iib) in the case of any prepayment of any Base Rate Borrowing, on the not less than one Business Day prior to the date of such prepayment, and (iiic) in the case of any prepayment of any Swingline BorrowingsBorrowing, prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); provided, provided that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Class of Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Class of Borrowing of the same Type and Class pursuant to Section 2.3 2.2, Section 2.27 or Section 2.28 or, in the case of a Swingline Loan Loan, pursuant to Section 2.52.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. The Borrower shall have the right right, at any time and from time to time time, to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing or LIBOR Index Rate Borrowing, on the 11:00 a.m. not less than one (1) Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, if the prepayment is being made with regard to Revolving Loans, whether such prepayment shall be applied to the Acquisition Revolving Loans or the Working Capital Revolving Loans. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); provided, that that, if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or 2.3, or, in the case of a Swingline Loan Loan, pursuant to Section 2.52.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing, and, in the case of a prepayment of the Term Loan A or any Incremental Term Loan, ratably to the Term Loan A and all outstanding Incremental Term Loans, and to the principal installments thereof, in each case in inverse order of maturity.

Optional Prepayments. (a) The Borrower shall have the right right, upon same Business Day's notice to the Administrative Agent (received by 10:00 a.m. (New York City time)) with respect to Syndicated Borrowings comprised of Base Rate Loans and at any time least three (3) Business Days' prior written notice to the Administrative Agent with respect to Syndicated Borrowings comprised of LIBO Rate Loans and from time with respect to time Competitive Bid Loans, to prepay any the outstanding amount of such Syndicated Borrowings or Competitive Bid Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (in whole or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, part together with accrued interest to the date of such date prepayment on the amount so prepaid in accordance with Section 2.12(d)prepaid; providedPROVIDED, that if a Eurodollar any prepayment of any Syndicated Borrowing is prepaid on a date other than comprised of LIBO Rate Loans or Competitive Bid Borrowings shall be made on, and only on, the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required for such Borrowing unless accompanied by any payment imposed in connection with such prepayment pursuant to Section 2.18. Each 2.19; and PROVIDED, FURTHER, that each partial prepayment of any Loan (other than a Swingline Loan) shall be in an aggregate principal amount that would be permitted not less than $10,000,000 and in integral multiples of $1,000,000. The Borrower shall not have the case right to prepay any Negotiated Bid Loan except as agreed by the relevant Lender. (b) Each notice of an advance of a Revolving Borrowing prepayment shall specify the prepayment date and the principal amount of the same Type Borrowing (or portion thereof) to be prepaid and shall be irrevocable. The Administrative Agent shall promptly notify the Lenders of any notice received pursuant to this Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing2.15.

Optional Prepayments. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 1:00 p.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, 1:00 p.m. on the Business Day date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a. m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s 's Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(e); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. (a) The relevant Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written may (i) upon same day’s notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noonAgent, (i) in the case of prepayment of prepay any Eurodollar ABR Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) upon at least three U.S. Government Securities Business Days’ notice to the Administrative Agent, prepay any Term Benchmark Borrowing denominated in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepaymentdollars, and (iii) upon at least three Business Days’ notice to the Administrative Agent, prepay any Term Benchmark Borrowing denominated in euro, in whole at any time, or from time to time in part in amounts aggregating the case Borrowing Minimum or any larger multiple of Swingline Borrowingsthe Borrowing Multiple, on by paying the principal amount to be prepaid together with accrued interest thereon to the date of such prepayment. Each such notice optional prepayment shall be irrevocable and applied to prepay ratably the Loans of the several Banks included in such Borrowing. In connection with any such prepayment of a Term Benchmark Borrowing, the Company shall reimburse the Banks for funding losses as provided in Section 2.13. (b) Prior to any prepayment of Loans under this Section 2.10, the relevant Borrower shall specify the proposed date of Borrowing or Borrowings to be prepaid (or, if no such specification shall have been provided and such prepayment is in dollars, the Administrative Agent shall apply such prepayment first to ABR Loans and the principal amount second to Term Benchmark Loans, in direct order of each Borrowing or portion thereof to be prepaid. next succeeding interest payment date thereafter). (c) Upon receipt of any such noticea notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each affected Lender Bank of the contents thereof and of such LenderBank’s Pro Rata Share ratable share (if any) of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. The Borrower shall have the right at any time and from time to time time, without premium or penalty, to prepay any Borrowingthe Term Loans, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) upon delivery to the Administrative Agent no of a Notice of Prepayment not later than 12:00 noon, 11:00 a.m. (i) on the same Business Day of such prepayment, in the case of prepayment of any Eurodollar Borrowing, not less than as each Base Rate Loan and (ii) at least three (3) Business Days prior to any such prepayment, (ii) in the case of any each LIBOR Rate Loan, specifying the date and amount of repayment, and whether the repayment is of LIBOR Rate Loans or Base Rate Loans or a combination thereof, and if a combination thereof, the amount allocable to each. Each optional prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice Term Loans hereunder shall be irrevocable and shall specify the proposed date of such prepayment and the in an aggregate principal amount of each Borrowing at least $5,000,000 or portion any whole multiple of $1,000,000 in excess thereof and shall be applied to the outstanding principal installments of the Term Loans in such manner as directed by the Borrower. Each repayment shall be accompanied by any amount required to be prepaidpaid pursuant to Section 5.9 hereof. Upon receipt A Notice of any such notice, 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 affected Lender Notice of Prepayment. Notwithstanding the foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all of the contents thereof and Term Loan Facility with the proceeds of such Lender’s Pro Rata Share refinancing or of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such prepayment. If such notice is given, the aggregate amount specified in such notice shall refinancing or incurrence and may be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, revoked by the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case event such refinancing is not consummated (provided that the failure of an advance of a Revolving Borrowing of such contingency shall not relieve the same Type pursuant to Borrower from its obligations in respect thereof under Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing5.9).

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penaltypenalty (other than as set forth in Section 2.14(d), Section 2.14(e) and Section 2.14(f)), by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Term SOFR Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, 11:00 a.m. on the Business Day date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Prepayments of Base Rate Borrowings or Term SOFR Borrowings shall be in minimum amounts of $1,000,000 and in integral multiples of $500,000. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender▇▇▇▇▇▇’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); provided, that if a Eurodollar Term SOFR Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Term SOFR Loan (other than a Swingline Loan) shall be made in an amount that would be permitted in the case not less than $1,000,000 or a larger multiple 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$500,000. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing. Notwithstanding the foregoing, optional prepayments of any Class of Term Loans shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.9(c) in a manner directed by the Borrower (or, if no such direction is provided at the time of prepayment, to the remaining principal installments owing under Section 2.9(c) on a pro rata basis against all such scheduled installments (including the final installment due and payable on the Term Loan Maturity Date of the applicable Class of Term Loans)).

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar EurodollarSOFR Borrowing, 11:00 a.m. (New York time) not less than three (3) U.S. Government Securities Business Days prior to any such prepayment, and (ii) in the case of any prepayment of any Base Rate Borrowing, on the not less than one Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on prior to the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.10(c); provided, that if a Eurodollar EurodollarSOFR Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.16. 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 2.52.3. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. (New York time) not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing or an Index Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. (New York time) on the date of such prepayment, provided that no notice shall be required for the prepayment of any Cash Management Swingline Loans. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.20. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an a minimum amount that would of $100,000 and shall be permitted in the case an integral multiple 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$50,000. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing, and in the case of a prepayment of a Term Loan Borrowing, to principal installments in inverse order of maturity.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (ia) in the case of prepayment of any Eurodollar Adjusted LIBO Rate Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, ; (iib) in the case of any prepayment of any Base Rate Borrowing or LIBOR Index Rate Borrowing, prior to 11:00 a.m. on the Business Day date of such prepayment, ; and (iiic) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s 's Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d‎Section 2.13(d); provided, that if a Eurodollar an Adjusted LIBO Rate Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing‎Section 2.

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

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar SOFR Borrowing, 11:00 a.m. not less than three (3) U.S. Government Securities Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the 11:00 a.m. not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, 11:00 a.m. on the date of such prepayment; provided, that, if such notice is given in connection with a conditional notice of reduction of any Revolving Commitments as contemplated by Section 2.8(b), then such notice may be revoked if such notice of termination is revoked in accordance with Section 2.8(b). Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender▇▇▇▇▇▇’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); provided, that if a Eurodollar SOFR Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.52.4. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans comprising such Revolving Borrowing.

Optional Prepayments. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, Borrowing in whole or in part, without premium or penalty, by giving irrevocable written subject to prior notice in accordance with Section 2.11(b). (or telephonic notice promptly confirmed in writingb) to The Borrower shall notify the Administrative Agent no later than 12:00 noon, by telephone (confirmed by telecopy or electronic mail) of any prepayment hereunder (i) in the case of prepayment of any Eurodollar a Term Benchmark Borrowing, not less later than 11:00 a.m., New York City time, three (3) Business Days prior to any such prepayment, before the date of prepayment or (ii) in the case of any prepayment of any Base Rate an ABR Borrowing, on the not later than 11:00 a.m., New York City time, one (1) Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on before the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed prepayment date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Upon Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall promptly notify each affected Lender advise the Lenders of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18thereof. Each partial prepayment of any Loan (other than a Swingline Loan) Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to as provided in Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.52.02. Each prepayment of a Borrowing pursuant to this Section 2.11 shall be applied ratably to the Loans comprising such included in the prepaid Borrowing. Prepayments pursuant to this Section 2.11 shall be accompanied by accrued interest to the extent required by Section 2.14 and any break funding payments required by Section 2.17.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.20. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted not less than $1,000,000 and in the case integral multiples 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$500,000. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such BorrowingBorrowing and in the case of a prepayment of the Term Loan A or any Incremental Term Loan, ratably to the Term Loan A and all outstanding Incremental Term Loans, and to the scheduled principal installments thereof in direct order of maturity.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penaltypenalty (other than as set forth in Section 2.14(d)), by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, 11:00 a.m. on the Business Day date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Prepayments of Base Rate Borrowings or Eurodollar Borrowings shall be in minimum amounts of $1,000,000 and in integral multiples of $500,000. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Eurodollar Loan (other than a Swingline Loan) shall be made in an amount that would be permitted in the case not less than $1,000,000 or a larger multiple 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$500,000. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing. Notwithstanding the foregoing, (i) the Borrower shall not make any repayment or prepayment of the Revolving Loans unless and until the balance of the Swingline Loans then outstanding is zero and (ii) in the case of a prepayment of the Term Loan, each prepayment shall be applied as directed by the Borrower (or, if no such direction is provided at the time of prepayment, to principal installments owing under Section 2.9(c) on a pro rata basis (including the final installment due and payable on the Term Loan Maturity Date)).

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of any prepayment of any Eurodollar Borrowing, 1:00 p.m. not less than three (3) Business Days prior to any the date of such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the 1:00 p.m. not less than one (1) Business Day prior to the date of such prepayment, and (iii) in the case of any prepayment of any Swingline BorrowingsBorrowing, prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid; provided that any such notice in connection with the repayment of all Loans may be conditioned on the occurrence of another financing or transaction. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticenotice (subject to the conditionality described above), together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, provided that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or 2.2 or, in the case of a Swingline Loan Loan, pursuant to Section 2.52.4¸ or the full amount of any Borrowing if less than such amounts. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, Borrowing in whole or in part, without premium or penalty, by giving irrevocable written subject to prior notice (or telephonic notice promptly confirmed in writing) to accordance with the provisions of this Section 2.11. The Borrower shall notify the Administrative Agent no later than 12:00 noon(and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of any a Eurodollar Revolving Borrowing, not less later than 11:00 a.m., Chicago time, three (3) Business Days prior to any such before the date of prepayment, (ii) in the case of any prepayment of any Base Rate an ABR Revolving Borrowing, on the not later than 11:00 a.m., Chicago time, one (1) Business Day before the date of such prepayment, and prepayment or (iii) in the case of prepayment of a Swingline BorrowingsLoan, not later than 11:00 a.m., Chicago time, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed prepayment date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Upon Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Agent shall promptly notify each affected Lender advise the Lenders of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18thereof. Each partial prepayment of any Loan (other than a Swingline Loan) Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to as provided in Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.52.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans comprising such included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.

Optional Prepayments. (i) The Borrower Company shall have the right at any time and from time to time to prepay any Borrowing, Borrowing in whole or in part, without premium or penalty, by giving irrevocable written notice subject to the requirements of paragraph (or telephonic notice promptly confirmed in writingb) to of this Section 2.08 and Section 2.13. (ii) The Company shall notify the Administrative Agent no later than 12:00 noon, by telephone (iconfirmed by telecopy) or in writing of any prepayment under paragraph (a) of this Section 2.08: (1) in the case of prepayment of any Eurodollar Term Benchmark Borrowing, not less later than 11:00 a.m., New York City time, three (3) Business Days prior to any such prepayment, before the date of prepayment (iiwhich shall be a Business Day) or (2) in the case of any prepayment of any Base Rate ABR Borrowing, on the Business Day of such prepaymentnot later than 11:00 a.m., and (iii) in the case of Swingline BorrowingsNew York City time, on the date of such prepaymentprepayment (which shall be a Business Day). Each such notice shall be irrevocable and shall specify the proposed prepayment date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, a notice of prepayment may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall promptly notify each affected Lender advise the relevant Lenders of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18thereof. Each partial optional prepayment of any Loan (other than a Swingline Loan) Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to as provided in Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.52.02. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.10, together with amounts, if any, payable pursuant to Section 2.13.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent Agent, substantially in the form of Exhibit F (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) no later than 12:00 noon, (i) in the case of any prepayment of any Eurodollar SOFR Borrowing, 11:00 a.m. not less than three (3) U.S. Government Securities Business Days prior to any the date of such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the not less than one (1) Business Day prior to the date of such prepayment, and (iii) in the case of any prepayment of any Swingline BorrowingsBorrowing, prior to 11:00 a.m. on the date of such prepayment. Each such notice may be conditioned on the consummation of a transaction but shall otherwise be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender▇▇▇▇▇▇’s Pro Rata Share of any such prepayment. If such notice is givengiven (and such transaction is consummated, if applicable), the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); provided, provided that if a Eurodollar SOFR Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or 2.2 or, in the case of a Swingline Loan Loan, pursuant to Section 2.52.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. The Other than in connection with a Payment in Full and termination of the Facility which is subject to Section 2.06(b), the Borrower shall have the right at any time and may from time to time to on any Business Day other than the Business Day immediately preceding any Payment Date, voluntarily prepay any Borrowing, the Revolving Advances and/or the Term Loan Advances together with accrued interest thereon in whole or in partpart using Principal Proceeds, without premium penalty or penalty, by giving irrevocable premium; provided that the Borrower shall have delivered to the Lenders and the Facility Agent (with a copy to the Collateral Agent) written notice of such prepayment (or telephonic notice promptly confirmed such notice, a "Notice of Prepayment") in writing) to the Administrative Agent no form of Exhibit C hereto not later than 12:00 noon, noon on the Business Day that is (i) in the case of prepayment of any CP Rate Advances or Eurodollar BorrowingRate Advances, not less than three (3) Business Days prior to any the date of such prepayment, and (ii) in the case of any prepayment of any Base Rate BorrowingAdvances, on the one Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on prior to the date of such prepayment. Each such notice Notice of Prepayment shall be irrevocable and effective upon receipt and shall specify be dated the proposed date such notice is being given, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. Each prepayment of any Advance by the Borrower pursuant to this Section 2.05(a) shall in each case be in a principal amount of at least $1,000,000 or a whole multiple of $250,000 in excess thereof or, if less, the entire outstanding principal amount of the related type of Advances of the Borrower. If a Notice of Prepayment is given by the Borrower, the Borrower shall make such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate payment amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid specified therein. Any optional prepayment of Revolving Advances may be re-borrowed in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.02. Each partial prepayment of any Term Loan (other than a Swingline Loan) shall Advances once repaid may not be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingre-borrowed.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (ia) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (iib) in the case of any prepayment of any Base Rate Borrowing, on the 11:00 a.m. not less than one (1) Business Day prior to the date of such prepayment, and (iiic) in the case of Swingline Borrowings, 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.52.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. The (i) Subject to this Section 2.8(c), the Borrower shall have the right may, at its option, at any time and or from time to time to time, prepay any Borrowing, Revolving Loans in whole or in part, without premium or penalty, by giving irrevocable written notice provided that (or telephonic notice promptly confirmed A) any prepayment shall be in writingan aggregate principal amount of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof (or, alternatively, the whole amount of Revolving Loans then outstanding) to the Administrative Agent no later than 12:00 noon, and (iB) in the case of any prepayment of a Euro-Dollar Rate Loan or a CDOR Rate Loan on a day other than the last day of the Interest Period applicable thereto shall be made together with the amounts payable pursuant to Section 2.14. Bid Loans may not be voluntarily prepaid at any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, time. (ii) in If the case Borrower elects to prepay a Revolving Loan under this Section 2.8(c), it shall deliver to the Agent a notice of any optional prepayment of any (A) with respect to a Base Rate BorrowingLoan, not later than 10:00 a.m. on the proposed repayment date or (B) with respect to a Euro-Dollar Rate Loan or a CDOR Rate Loan, not later than 10:00 a.m. at least three Business Day Days before the proposed prepayment date. Any notice of such prepaymentoptional prepayment shall be irrevocable, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate payment amount specified in such notice shall be due and payable on the date designated specified in such notice, together with interest accrued interest thereon to such date date. (iii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Agent not later than 1:00 p.m. on the amount so prepaid in accordance with Section 2.12(d); provideddate of the prepayment, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial and (ii) any such prepayment of any Loan (other than a Swingline Loan) shall be in an a minimum principal amount that would be permitted of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, 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 2.5entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. Any notice of optional prepayment of a Borrowing shall be applied ratably irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified in such notice, together with interest accrued thereon to the Loans comprising such Borrowingdate.

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

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, Borrowing in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) subject to the requirements of this Section; provided that Borrower shall notify the Administrative Agent no later than 12:00 noon, by telephone (confirmed by telecopy or other written electronic communication) of any optional prepayment hereunder (i) in the case of prepayment of any a Eurodollar Borrowing, not less later than three 11:00 a.m., Chicago time, two (32) Business Days prior to any such prepayment, before the date of prepayment or (ii) in the case of any prepayment of any Base Rate an ABR Borrowing, on the not later than 11:00 a.m., Chicago time, one (1) Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on before the date of such prepayment. Each such notice shall be irrevocable revocable and shall specify the proposed prepayment date of such prepayment and the Class and principal amount of each Borrowing or portion thereof to be prepaid; provided that, in the case of any notice of prepayment that is revoked, Borrower shall pay any costs and expenses incurred by Lenders, including any payments due pursuant to Section 2.15. Upon Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall promptly notify each affected Lender advise the Lenders of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18thereof. Each partial prepayment of any Loan (other than a Swingline Loan) Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant as provided in Section 2.02, except as necessary to Section 2.3 or in apply fully the case required amount of a Swingline Loan pursuant to Section 2.5mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such of the applicable Class included in the prepaid Borrowing. Prepayments shall be accompanied by (A) accrued interest to the extent required by Section 2.12 and (B) any payments due pursuant to Section 2.15, and shall be made in the manner specified in Section 2.09(b).

Optional Prepayments. (a) The relevant Borrower shall have may (i) upon same day’s notice to the right Administrative Agent, prepay any ABR Borrowing, (ii) upon at least three U.S. Government Securities Business Days’ notice to the Administrative Agent, prepay any Term Benchmark Borrowing denominated in dollars, and(iii) upon at least three Business Days’ notice to the Administrative Agent, prepay any Term Benchmark Borrowing denominated in euro, in whole at any time and time, or from time to time to prepay in part in amounts aggregating the Borrowing Minimum or any Borrowing, in whole or in part, without premium or penaltylarger multiple of the Borrowing Multiple, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) paying the principal amount to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior be prepaid together with accrued interest thereon to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice optional prepayment shall be irrevocable and applied to prepay ratably the Loans of the several Banks included in such Borrowing. In connection with any such prepayment of a Term Benchmark Borrowing, the Company shall reimburse the Banks for funding losses as provided in Section 2.13. (b) Prior to any prepayment of Loans under this Section 2.10, the relevant Borrower shall specify the proposed date of Borrowing or Borrowings to be prepaid (or, if no such specification shall have been provided and such prepayment is in dollars, the Administrative Agent shall apply such prepayment first to ABR Loans and the principal amount second to Term Benchmark Loans, in direct order of each Borrowing or portion thereof to be prepaid. next succeeding interest payment date thereafter). (c) Upon receipt of any such noticea notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each affected Lender Bank of the contents thereof and of such LenderBank’s Pro Rata Share ratable share (if any) of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar SOFR Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender▇▇▇▇▇▇’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.14(e); provided, that if a Eurodollar SOFR Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.20. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted not less than $1,000,000 and in the case integral multiples 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$500,000. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such BorrowingBorrowing and in the case of a prepayment of the Term Loan A or any Incremental Term Loan, ratably to the Term Loan A and all outstanding Incremental Term Loans, and to the scheduled principal installments thereof as directed by the Borrower (and, absent any such direction, in direct order of maturity). Notwithstanding the foregoing, any notice of prepayment delivered in connection with any refinancing of the Obligations under the Loan Documents with the proceeds of such refinancing or of any other incurrence of Indebtedness may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence and may be revoked by the Borrower in the event such refinancing is not consummated; provided that the delay or failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 2.20.

Optional Prepayments. The (i) Subject to prior written notice pursuant to clause (ii) below, the Borrower shall have the right at any time and from time to time to optionally prepay any Borrowing, in whole or in partpart the outstanding principal amount of the Loans on any Business Day for an amount equal to the sum of (A) the aggregate principal amount of the Loans being prepaid, without premium or penalty(B) any accrued but unpaid interest on the principal amount of the Loans being prepaid, (C) any applicable Prepayment Fee and (D) if applicable, other unpaid amounts then due and owing pursuant to this Agreement and the other Loan Documents (such aggregate amount, the “Prepayment Price”); provided that each partial prepayment of principal of Loans shall be in an aggregate amount at least equal to $5,000,000 and integral multiples of $1,000,000 in excess thereof. (ii) A notice of optional prepayment shall be effective only if received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than 12:00 noon, 2:00 p.m. (iEastern time) in the case of prepayment of any Eurodollar Borrowing, on a date not less than three two (32) (nor more than five (5)) Business Days prior to any the proposed prepayment date; provided that a notice of optional prepayment may state that such prepaymentnotice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice of prepayment may be revoked by the Borrower (ii) in by notice to the case of any prepayment of any Base Rate Borrowing, Administrative Agent on or prior to the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the specified date of prepayment) if such prepaymentcondition is not satisfied. Each such notice shall be irrevocable and of optional prepayment shall specify the proposed date of such prepayment and date, the Prepayment Price, the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of prepaid and any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest conditions to such date on the amount so prepaid in accordance with Section 2.12(dprepayment (if applicable); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. The (a) Subject in the case of Euro-Dollar Loans to Section 2.11, the Borrower shall have may (i) upon at least one Domestic Business Day's notice to the right Administrative Agent, prepay any Group of Base Rate Loans of any Class or (ii) upon at least three Euro-Dollar Business Days' notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans of any Class, in each case in whole at any time and time, or from time to time in part in amounts aggregating $20,000,000 or any larger multiple of $1,000,000 by paying the principal amount to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) be prepaid together with interest accrued thereon to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice optional prepayment shall be irrevocable and applied to prepay ratably the Loans of the several Lenders included in such Group of Loans; provided that any prepayment of Term Loans-A or Term Loans-B pursuant to this Section 2.09 shall specify be applied ratably to the proposed date outstanding Term Loans of both such Classes. (b) Promptly after receiving a notice of prepayment and the principal amount of each Borrowing or portion thereof pursuant to be prepaid. Upon receipt of any such noticethis Section, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share 's ratable share (if any) of any such prepayment. If such notice is given, the aggregate amount specified in and such notice shall not thereafter be due and payable on revocable by the date designated Borrower. (c) The amount of any prepayment of Term Loans-A or Term Loans-B pursuant to this Section shall be applied, first, to the next scheduled payment in such notice, together with accrued interest to such date on respect of the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required relevant Class pursuant to Section 2.18. Each partial prepayment of any Loan 2.04(b) or (other than a Swingline Loan) shall be c), to the extent necessary to reduce such next scheduled payment to zero, and, second, pro rata to all subsequent scheduled payments in an amount that would be permitted in the case of an advance of a Revolving Borrowing respect of the same Type relevant Class pursuant to Section 2.3 2.04(b) or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing(c).

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

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.20. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted not less than $1,000,000 and in the case integral multiples 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$500,000. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such BorrowingBorrowing and in the case of a prepayment of any Incremental Term Loan, ratably to all outstanding Incremental Term Loans, and to the scheduled principal installments thereof in direct order of maturity.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar SOFR Borrowing, 11:00 a.m. (New York time) not less than three (3) U.S. Government Securities Business Days prior to any such prepayment, and (ii) in the case of any prepayment of any Base Rate Borrowing, on the not less than one Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on prior to the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender▇▇▇▇▇▇’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.10(c); provided, that if a Eurodollar SOFR Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.16. 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 2.52.3. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

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

Optional Prepayments. The (i) Notwithstanding the foregoing clauses (a) and (b), Borrower shall have the right at any time and from time to time to may voluntarily prepay any BorrowingTerm Loan, in whole or in part, prior to the Applicable Maturity Date, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to accordance with the Administrative Agent no later than 12:00 noon, (i) in the case provisions of this Section 1.8(c). Any prepayment of any Eurodollar BorrowingTerm Loan shall also include all accrued and unpaid interest on the then-outstanding principal balance of such Term Loan through the date of prepayment. (ii) If Borrower elects to prepay all or any portion of the principal balance of any Term Loan, it shall furnish written notice to Lender with respect to each voluntary prepayment not less than three thirty (330) Business Days days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such Such notice shall set forth the Term Loan to be irrevocable and shall specify prepaid, the proposed specific date of such prepayment and the principal amount of each Borrowing or portion thereof such Term Loan to be prepaid on such date. Such notice, once given, shall be irrevocable. Notice of prepayment having been given as aforesaid, Borrower shall make a prepayment to Lender on such prepayment date in an amount equal to the principal amount to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with all accrued and unpaid interest to such date on the amount so prepaid in accordance with Section 2.12(d)then-outstanding principal balance of such Term Loan through the date of prepayment; provided, provided that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of reimburse Lender at such time for any Loan (other than a Swingline Loan) shall be reasonable direct loss or out-of-pocket expense incurred by Lender in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising connection with such Borrowingprepayment.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a. m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s share of any such prepayment based on its Pro Rata Share of any such prepaymentthe Loans being repaid. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.20. 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 at least $1,000,000 and integral multiples of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5$100,000. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing, and in the case of a prepayment of a Term A Loan Borrowing, to principal installments in inverse order of maturity.

Optional Prepayments. (a) The Borrower shall have may, upon at least one (1) Domestic Business Day’s notice to the right Administrative Agent, prepay any Base Rate Borrowing in whole at any time and time, or from time to time in part in amounts aggregating at least $5,000,000 or any larger integral multiple of $1,000,000 (or any lesser amount equal to the outstanding balance of such Advance), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Base Rate Advances of the several Lenders included in such Base Rate Borrowing. (b) Subject to any payments required pursuant to the terms of Article VIII for such Euro-Dollar Borrowing, in whole or in partthe Borrower may, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, not less than upon at least three (3) Domestic Business Days Day’s prior written notice, prepay in minimum amounts of $5,000,000 with additional increments of $1,000,000 (or any lesser amount equal to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day outstanding balance of such prepayment, and (iiiAdvances) in the case all or any portion of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each any Euro-Dollar Borrowing or portion thereof prior to the maturity thereof, by paying the principal amount to be prepaidprepaid together with accrued interest thereon to the date of prepayment and such payments required pursuant to the terms of Article VIII. Each such optional prepayment shall be applied to prepay ratably the Euro-Dollar Advances of the several Lenders included in such Euro-Dollar Borrowing. (c) Upon receipt of any such noticea notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share ratable share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due prepayment and payable on the date designated in such notice, together with accrued interest to such date on once received by the amount so prepaid in accordance with Section 2.12(d); providedAdministrative Agent, that if a Eurodollar Borrowing is prepaid on a date other than shall not thereafter be revocable by the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such BorrowingBorrower.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the not less than one (1) Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.52.2. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing, and in the case of a prepayment of a Term Loan Borrowing, to principal installments as directed by the Borrower. Notwithstanding the foregoing, any such notice may be conditioned on the closing of any refinancing.

Optional Prepayments. The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s applicable Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower applicable Borrower(s) shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of (x) any Eurodollar Loan shall be in an amount of at least $1,000,000 and any larger multiple of $100,000, (other than a y) any Base Rate Borrowing shall be in an amount of at least $1,000,000 and any larger multiple of $100,000, and (z) any Swingline Loan) Loan shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. (a) The Borrower shall have may, upon at least 1 Domestic Business Days' notice (or same Domestic Business Days' notice as to Swing Loans) to the right Administrative Agent, prepay any Base Rate Borrowing in whole at any time and time, or from time to time in part in amounts aggregating at least $5,000,000 or any larger multiple of $250,000 for Syndicated Borrowings (with no minimum payment as to Swing Loan Borrowings), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Base Rate Loans of the several Banks (or of Wachovia, as to Swing Loans) included in such Base Rate Borrowing. (b) Subject to the provisions of Section 8.05(a) with respect to any Borrowingprepayment not made on the last day of the relevant Interest Period, in whole or in partthe Borrower may, without premium or penalty, by giving irrevocable written upon at least 2 Euro-Dollar Business Days' notice (or telephonic same Domestic Business Days' notice promptly confirmed in writingas to Swing Loans) to the Administrative Agent Agent, prepay any Fixed Rate Borrowing in whole at any time, or from time to time in part in amounts aggregating at least $5,000,000 or any larger multiple of $250,000 as to Syndicated Borrowings and Money Market Borrowings (with no later than 12:00 noonminimum payment as to Swing Loan Borrowings), (i) in by paying the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior principal amount to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on be prepaid together with accrued interest thereon to the date of such prepayment, together with any amount required to be paid pursuant to Section 8.05(a). Each such notice optional prepayment shall be irrevocable and shall specify applied to prepay ratably the proposed date Fixed Rate Loans of the several Banks (or of Wachovia, as to Swing Loans) included in such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Fixed Rate Borrowing. (c) Upon receipt of any such noticea notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each affected Lender Bank of the contents thereof and of such Lender’s Pro Rata Share Bank's ratable share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due prepayment and payable on the date designated in such notice, together with accrued interest to such date on once received by the amount so prepaid in accordance with Section 2.12(d); providedAdministrative Agent, that if a Eurodollar Borrowing is prepaid on a date other than shall not thereafter be revocable by the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such BorrowingBorrower.

Optional Prepayments. (i) The Borrower Company shall have the right at any time and from time to time to prepay any Borrowing, Borrowing in whole or in part, without premium or penalty, by giving irrevocable written notice subject to the requirements of paragraph (or telephonic notice promptly confirmed in writingb) to of this Section 2.08 and Section 2.13. (ii) The Company shall notify the Administrative Agent no later than 12:00 noon, by telephone (iconfirmed by telecopy) or in writing of any prepayment under paragraph (a) of this Section 2.08: (1) in the case of prepayment of any Eurodollar Term Benchmark Borrowing, not less later than 11:00 a.m., New York City time, three (3) Business Days prior to any such prepayment, before the date of prepayment (iiwhich shall be a Business Day) or (2) in the case of any prepayment of any Base Rate ABR Borrowing, on the Business Day of such prepaymentnot later than 11:00 a.m., and (iii) in the case of Swingline BorrowingsNew York City time, on the date of such prepaymentprepayment (which shall be a Business Day). Each such notice shall be irrevocable and shall specify the proposed prepayment date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, a notice of prepayment may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall promptly notify each affected Lender advise the relevant Lenders of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18thereof. Each partial optional prepayment of any Loan (other than a Swingline Loan) Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to as provided in Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.52.02. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such included in the prepaid Borrowing.. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.10, together with amounts, if any, payable pursuant to Section 2.13. ​

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of any prepayment of any Eurodollar Borrowing, 12:00 p.m. not less than three (3) Business Days prior to any the date of such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the not less than one (1) Business Day prior to the date of such prepayment, and (iii) in the case of any prepayment of any Swingline BorrowingsBorrowing, prior to 1:00 p.m. on the date of such prepaymentprepayment or, in each case such shorter period as the Administrative Agent may agree (such agreement not to be unreasonably withheld, conditioned or delayed). Each such notice shall be irrevocable (but, to the extent delivered in connection with a prepayment of the Term Loans in full or a prepayment of all outstanding Revolving Loans (and termination of the Aggregate Revolving Commitments in whole), may be conditioned upon the consummation of another transaction) and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); provided, provided that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or 2.2 or, in the case of a Swingline Loan Loan, pursuant to Section 2.52.4 (or, in each case, such lesser amount to the extent outstanding). Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing and, in the case of a prepayment of a Term Loan Borrowing, shall be applied to installments of the Term Loans as directed by the Borrower (and absent any such direction, to the remaining installments of the Term Loans in direct order of maturity thereof); provided that, notwithstanding the foregoing, all voluntary prepayments of Term Loan Borrowings shall be applied pro rata among such Borrowings and any outstanding Credit Agreement Refinancing Indebtedness of the same class as such Borrowings incurred pursuant to a Refinancing Amendment.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the not less than one (1) Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date of such prepayment; provided, however, that any prepayment of Eurodollar Borrowings shall be in a minimum amount of $1,000,000.00 and any larger multiple of $500,000.00 and any prepayment of Base Rate Borrowings shall be in a minimum amount of $500,000.00 and larger multiples of $100,000.00. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s 's Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of any prepayment of any Eurodollar Borrowing, 12:00 p.m. not less than three (3) Business Days prior to any the date of such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the not less than one (1) Business Day prior to the date of such prepayment, and (iii) in the case of any prepayment of any Swingline BorrowingsBorrowing, prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); provided, provided that if a Eurodollar Borrowing is prepaid on a date other than that is prior to the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or 2.2 or, in the case of a Swingline Loan Loan, pursuant to Section 2.52.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. The (i) Subject to this Section 2.8(c), the Borrower shall have the right may, at its option, at any time and or from time to time to time, prepay any Borrowing, Revolving Loans in whole or in part, without premium or penalty, by giving irrevocable written notice provided that (or telephonic notice promptly confirmed A) any prepayment shall be in writingan aggregate principal amount of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof (or, alternatively, the whole amount of Revolving Loans then outstanding) to the Administrative Agent no later than 12:00 noon, and (iB) in the case of any prepayment of a Euro-Dollar Rate Loan or a CDOR Rate Loan on a day other than the last day of the Interest Period applicable thereto shall be made together with the amounts payable pursuant to Section 2.14. Bid Loans may not be voluntarily prepaid at any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, time. (ii) in If the case Borrower elects to prepay a Revolving Loan under this Section 2.8(c), it shall deliver to the Agent a Notice of any prepayment of any Loan Prepayment (A) with respect to a Base Rate BorrowingLoan, not later than 10:00 a.m. on the proposed repayment date or (B) with respect to a Euro-Dollar Rate Loan or a CDOR Rate Loan, not later than 10:00 a.m. at least three Business Day Days before the proposed prepayment date. Any Notice of such prepaymentLoan Prepayment shall be irrevocable, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate payment amount specified in such notice shall be due and payable on the date designated specified in such notice, together with interest accrued interest thereon to such date date. (iii) The Borrower may, upon delivery to the Swing Line Lender (with a copy to the Agent) of a Notice of Loan Prepayment, at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Agent not later than 1:00 p.m. on the amount so prepaid in accordance with Section 2.12(d); provideddate of the prepayment, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial and (ii) any such prepayment of any Loan (other than a Swingline Loan) shall be in an a minimum principal amount that would be permitted of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, 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 2.5entire principal thereof then outstanding). Each prepayment such notice shall specify the date and amount of a Borrowing such prepayment. Any Notice of Loan Prepayment shall be applied ratably irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified in such notice, together with interest accrued thereon to the Loans comprising such Borrowingdate.

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

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.14(e); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 2.2 or in the case of a Swingline Loan pursuant to Section 2.52.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing; provided, that, notwithstanding anything to the contrary herein, any prepayment of any Term Loan pursuant to this Section 2.11 shall be made on a pro rata basis to each of Term Loan A, Term Loan A-1 and Term Loan A-2 (with the application of such prepayment to be, as to each of Term Loan A, Term Loan A-1 and Term Loan A-2, to principal installments thereof in inverse order of maturity). Notwithstanding anything to the contrary in this Agreement, any notice of prepayment delivered by the Borrower under this Section 2.11 may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or delayed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (a) (i) in the case of any prepayment of any Eurodollar Term SOFR Borrowing, 11:00 a.m. not less than three (3) Business Days prior to the date of such prepayment and (ii) in the case of any prepayment of any Daily Simple SOFR Borrowing, 11:00 a.m. not less than one Business Day prior to the date of such prepayment, (iib) in the case of any prepayment of any Base Rate Borrowing, on the not less than one Business Day prior to the date of such prepayment, and (iiic) in the case of any prepayment of any Swingline BorrowingsBorrowing, prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such LenderL▇▇▇▇▇’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); provided, provided that if a Eurodollar Term SOFR Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Class of Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Class of Borrowing of the same Type and Class pursuant to Section 2.3 2.2, Section 2.27, Section 2.28 or Section 2.29 or, in the case of a Swingline Loan Loan, pursuant to Section 2.52.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. (New York time) not less than three (3) Business Days prior to any such prepayment, and (ii) in the case of any prepayment of any Base Rate Borrowing or Federal Funds Rate Borrowing, on the not less than one Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on prior to the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.11(c); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.17. 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 2.52.2. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

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

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, Borrowing in whole or in part, without premium or penalty, by giving irrevocable written subject to prior notice (or telephonic notice promptly confirmed in writing) to accordance with Section 3.04(a)(ii). The Borrower shall notify the Administrative Agent no later than 12:00 noonby telephone (confirmed by facsimile or e-mail) of any prepayment (or, in the case of prepayment of a Swing Line Loan, the Swing Line Lender) hereunder (i) in the case of prepayment of any a Eurodollar Borrowing, not less later than 11:00 a.m., Central Time, three (3) Business Days prior to any such before the date of prepayment, (ii) in the case of any prepayment of any Base Rate an ABR Borrowing, on the not later than 11:00 a.m., Central Time, one (1) Business Day before the date of such prepayment, and or (iii) in the case of Swingline Borrowingsprepayment of a Swing Line Loan, not later than 10:00 a.m., Central Time, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed prepayment date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon Promptly following receipt of any such noticenotice relating to a Eurodollar Borrowing or a Revolving Loan ABR Borrowing, the Administrative Agent shall promptly notify each affected Lender advise the Lenders of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18thereof. Each partial prepayment of any Loan (other than a Swingline Loan) Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to as provided in Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.52.02. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such included in the prepaid Borrowing. Prepayments pursuant to Section 3.04(a) shall be accompanied by accrued interest to the extent required by Section 3.02.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) no later than 12:00 noon, (i) in the case of any prepayment of any Eurodollar SOFR Borrowing, 11:00 a.m. not less than three (3) U.S. Government Securities Business Days prior to any the date of such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the not less than one (1) Business Day prior to the date of such prepayment, and (iii) in the case of any prepayment of any Swingline BorrowingsBorrowing, prior to 11:00 a.m. on the date of such prepayment. Each such notice may be conditioned on the consummation of a transaction but shall otherwise be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender▇▇▇▇▇▇’s Pro Rata Share of any such prepayment. If such notice is givengiven (and such transaction is consummated, if applicable), the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); provided, provided that if a Eurodollar SOFR Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or 2.2 or, in the case of a Swingline Loan Loan, pursuant to Section 2.52.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. The Borrower shall have may prepay the right at any time and from time to time to prepay any Borrowing, in whole or in partWIFIA Loan, without premium penalty or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noonpremium, (i) in the case of prepayment of full on any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, date or (ii) in part on any Payment Date on or after the Final Disbursement Date (and, if in part, the amounts thereof to be prepaid shall be determined by the Borrower; provided, that such prepayment shall be in principal amounts of $1,000,000 or any integral multiple of $1.00 in excess thereof), in each case from time to time but not more than once annually in accordance with 33 U.S.C. § 3908(c)(4)(A). The Borrower may make such prepayment by paying to the WIFIA Lender such principal amount of any prepayment of any Base Rate Borrowingthe WIFIA Loan to be prepaid, together with the unpaid interest accrued on the Business Day amount of such prepayment, and (iii) in principal so prepaid to the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof all fees and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be expenses then due and payable on to the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5WIFIA Lender. Each prepayment of a Borrowing the WIFIA Loan pursuant to this Section 9(a) shall be applied ratably made on such date and in such principal amount as shall be specified by the Borrower in a written notice, signed by the Borrower’s Authorized Representative and delivered to the Loans comprising ▇▇▇▇▇ ▇▇▇▇▇▇ not less than thirty (30) days prior to the requested date of prepayment, unless otherwise agreed by the WIFIA Lender. At any time between delivery of such Borrowingwritten notice and the applicable optional prepayment, the Borrower may, without penalty or premium, rescind its announced optional prepayment by further written notice to the ▇▇▇▇▇ ▇▇▇▇▇▇. Anything in this Section 9(a) to the contrary notwithstanding, the failure by the Borrower to make any optional prepayment shall not constitute a breach or default under this Agreement.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Revolving Borrowing, 11:00 a.m. (Gainesville, FL time) not less than three (3) Business Days prior to any such prepayment, and (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. (Gainesville, FL time) on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.14(e); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. 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 2.2 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of any prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any the date of such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the not less than one (1) Business Day prior to the date of such prepayment, and (iii) in the case of any prepayment of any Swingline BorrowingsBorrowing, prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); provided, provided that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or 2.2 or, in the case of a Swingline Loan Loan, pursuant to Section 2.52.4. Each optional prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing and, in the case of a prepayment of a Term Loan Borrowing, to principal installments in direct order of maturity (or as otherwise specified by the Borrower).

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable (except to the extent conditioned on a refinancing of all or any portion of the Loans or other events expressly set forth in such written notice) written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar SOFR Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the 11:00 a.m. not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable (except to the extent conditioned on a refinancing of all or any portion of the Loans or other events expressly set forth in such written notice) and shall specify the proposed date of such prepayment and the principal amount of 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 aggregate principal amount of the Type of Loans that are prepaid). Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); provided, that if a Eurodollar SOFR Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 2.2 or in the case of a Swingline Loan pursuant to Section 2.52.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingaggregate principal outstanding amount of Revolving Borrowings at the discretion of the Borrower.

Optional Prepayments. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 12:00 noon not less than three (3) Business Days prior to any such prepayment, prepayment and (ii) in the case of any prepayment of any Base Rate Borrowing, on the not less than one Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on prior to the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s 's Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.14(e); provided, --------------- -------- that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.20. 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 2.52.3. Each prepayment of a ----------- Borrowing shall be applied ratably to the Loans comprising such Borrowing. (b) The Borrower may not prepay any Competitive Bid Loan except with the prior written consent of the affected Lender.

Optional Prepayments. (a) The Borrower shall have the right right, at any time and from time to time its election, to prepay any Borrowingthe Outstanding Revolving Credit Loans and Outstanding Swing Loans, in as a whole or in part, at any time without premium penalty or penaltypremium, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) and except as provided in the case of prepayment of applicable Bid Loan Quote Request, Bid Loans may not be voluntarily prepaid at any Eurodollar Borrowing, not less than three (3) Business Days time without the prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender written consent of the contents thereof and of Bid Loan Lender(s) making such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d)Bid Loans; provided, that if a Eurodollar Borrowing any prepayment of the outstanding amount of any Revolving Credit LIBOR Rate Loans pursuant to this §3.3 is prepaid made on a date other than that is not the last day of an the Interest Period applicable relating thereto, such prepayment shall be accompanied by the payment of any amounts due pursuant to §4.8. (b) The Borrower shall also pay all amounts required have the right, at its election, to prepay the outstanding amount of the Term Loans, as a whole or in part, at any time without penalty or premium; provided, that if any prepayment of the outstanding amount of any Term LIBOR Rate Loans pursuant to Section 2.18. Each partial this §3.3 is made on a date that is not the last day of the Interest Period relating thereto, such prepayment shall be accompanied by the payment of any amounts due pursuant to §4.8. (c) The Borrower shall give the Agent, no later than 10:00 a.m. (Cleveland time) at least three (3) days’ prior written notice of any prepayment pursuant to this §3.3 of LIBOR Rate Loans unless a shorter notice period is agreed to in writing by the Agent, and one Business Day’s prior written notice of any prepayment pursuant to this §3.3 of Base Rate Loans, in each case specifying the proposed date of prepayment of the Loans and the principal amount to be prepaid (provided that any such notice may be revoked or modified upon one (1) day’s prior notice to the Agent).Notwithstanding the foregoing, no prior notice shall be required for the prepayment of any Loan (other than a Swingline Swing Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) except that such notice shall be revocable if a prepayment is being made in anticipation of concluding a financing arrangement, and the Borrower is ultimately unable to secure such financing arrangement) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing or LIBOR Index Rate Borrowing, on the 11:00 a.m. not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Borrowings of Swingline BorrowingsLoans, 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(e); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.52.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing, and in the case of a prepayment of the Term Loan A or any Incremental Term Loan, ratably to the Term Loan A and all outstanding Incremental Term Loans, then to principal installments of the Term Loan A and all outstanding Incremental Term Loans as directed by the Borrower.

Optional Prepayments. The Borrower shall have the right Subject to Section 4.04, Holdings may, at any time and or from time to time to prepay any Borrowingtime, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar BorrowingOffshore Rate Loans, upon not less than three (3) Business Days prior Days’ irrevocable written notice to any such prepaymentthe Administrative Agent, (ii) and in the case of any prepayment of any Base Rate BorrowingLoans, upon irrevocable written notice to the Administrative Agent provided prior to 9:00 a.m. on the Business Day day of such prepayment (provided that in the case of Base Rate Loans, if such prepayment is received by the Administrative Agent on or prior to 11:00 a.m. (San Francisco time) on any day, such payment shall be applied against the outstanding Loans on the same day), ratably prepay Loans in whole or in part, in Minimum Amounts without penalty. Such notice of prepayment shall specify the date and amount of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of whether such prepayment of Loans is of Term A Loans, Term B Loans, Revolving Loans or Swingline Loans (or a combination thereof) and the principal amount Type(s) of each Borrowing or portion thereof Loans to be prepaid. Upon The Administrative Agent will promptly notify the Term A Lenders, the Term B Lenders, the Revolving Lenders or the Swingline Lender, as applicable, of its receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof notice and of such Lender’s Pro Rata Share of any such prepayment. If such notice is givengiven by Holdings, Holdings shall make such prepayment and the aggregate payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with (other than in the case of Base Rate Loans) accrued interest to each such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all and any amounts required pursuant to Section 2.184.04. Each partial prepayment Optional prepayments of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing Term A Loans shall be applied ratably to reduce the Term A Loans comprising such Borrowingwith respect to each remaining installment of principal pro rata in accordance with the then remaining installments payable under Section 2.09(a). Optional prepayments of Term B Loans shall be applied to reduce the Term B Loans with respect to each remaining installment of principal pro rata in accordance with the then remaining installments payable under Section 2.09(b).

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

Optional Prepayments. The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, 11:00 a.m. on the Business Day date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Prepayments of Base Rate Borrowings or Eurodollar Borrowings shall be in minimum amounts of $1,000,000 and in integral multiples of $500,000. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.12(e); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower Borrowers shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 2.2 or in the case of a Swingline Loan pursuant to Section 2.52.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing. Notwithstanding the foregoing, the Borrowers shall not make any repayment or prepayment of the Revolving Loans unless and until the balance of the Swingline Loans and the Agent Advances then outstanding is zero.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penaltypenalty with respect to any Borrowing of Revolving Loans, and in each case by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of any prepayment of any Eurodollar Term SOFR Borrowing, 1:00 p.m. not less than three (3) Business Days prior to any the date of such prepayment, (ii) in the case of any prepayment of any Base Rate or Daily Simple SOFR Borrowing, on the 1:00 p.m. not less than one (1) Business Day prior to the date of such prepayment, and (iii) in the case of any prepayment of any Swingline BorrowingsBorrowing, prior to 1:00 p.m. on the date of such prepaymentprepayment (or, in each case, such later time as the Administrative Agent may agree in its reasonable discretion). Each such notice shall be irrevocable (provided that (x) any such notice in connection with the repayment of all Loans may be conditioned on the occurrence of another financing or transaction, in which case such notice may be revoked if such financing or transaction does not occur on a timely basis and (y) the Borrower shall pay all amounts required to be paid pursuant to Section 2.19 as a result of such revocation) and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender▇▇▇▇▇▇’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticenotice (unless revoked as provided above), together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); provided, provided that if a Eurodollar Term SOFR Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or or, in the case of a Swingline Loan Loan, pursuant to Section 2.52.4. Each prepayment of a Borrowing shall be applied ratably to the subject Loans comprising such Borrowingas directed by the Borrower.

Optional Prepayments. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium upon at least three Business Days’ prior written or penalty, by giving irrevocable written telecopy notice (or telephonic telephone notice promptly confirmed in writingby written or telecopy notice) to the Administrative Agent no later than 12:00 noonAgent; provided, (i) however, that each partial prepayment shall be in the case an amount which is an integral multiple of prepayment of any Eurodollar Borrowing, $5,000,000 and not less than three $25,000,000. (3b) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on On the date of such prepayment. Each such notice any termination or reduction of any Commitment pursuant to Section 2.10 and on the Maturity Date, the Borrower shall pay or prepay so much of the Loans as shall be irrevocable and necessary in order that, after giving effect to such reduction or termination, the aggregate principal amount of the Revolving Credit Outstandings shall not exceed the Total Commitment. (c) Each notice of prepayment shall specify the proposed prepayment date of such prepayment and the principal amount of each Borrowing Loan (or portion thereof thereof) to be prepaid. Upon receipt , shall be irrevocable (but may be conditioned upon the closing of any such notice, financing arrangement obtained to refinance or replace the Administrative Agent Facility) and shall promptly notify each affected Lender of commit the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If Borrower to prepay the Loan to which such notice is givenrelates by the amount stated therein on the date stated therein. All prepayments under this Section 2.11 shall be subject to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.11 shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment. (d) If at any time, the aggregate principal amount specified in of Revolving Credit Outstandings exceeds the aggregate Commitments at such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable theretotime, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be forthwith prepay the Loans then outstanding in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant equal to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingexcess.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar SOFR Borrowing, 11:00 a.m. not less than three (3) U.S. Government Securities Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the 11:00 a.m. not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, 11:00 a.m. on the date of such prepayment; provided, that, if such notice is given in connection with a conditional notice of reduction of any Revolving Commitments as contemplated by Section 2.8(b), then such notice may be revoked if such notice of termination is revoked in accordance with Section 2.8(b). Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender▇▇▇▇▇▇’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); provided, that if a Eurodollar SOFR Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.52.4. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans comprising such Revolving Borrowing. Each prepayment of a Delayed Draw A-1 Term Loan Borrowing shall be applied ratably to the Loans comprising such Delayed Draw A-1 Term Loan Borrowing. Each prepayment of a Delayed Draw A-2 Term Loan Borrowing shall be applied ratably to the Loans comprising such Delayed Draw A-2 Term Loan Borrowing.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writinga) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) Subject in the case of any prepayment of Fixed Rate Borrowing to Section 2.15, the Borrower may, upon at least one Business Day’s notice to the Administrative Agent, prepay any Base Rate BorrowingBorrowing (or any Competitive Bid Borrowing bearing interest at the Base Rate pursuant to Section 8.01) made to it or upon at least three Business Days’ notice to the Administrative Agent, on the Business Day prepay any Euro-Currency Borrowing made to it, in each case in whole at any time, or from time to time in part in an aggregate amount of such prepayment, and (iii) not less than $20,000,000 or in the case of Swingline Borrowingsany Loan denominated in dollars, on any larger multiple of $1,000,000, by paying (in the relevant currency) the principal amount to be prepaid together with accrued interest thereon to the date of such prepayment. . (b) Each such notice optional prepayment shall be irrevocable and shall specify applied to prepay ratably the proposed date Loans of the several Lenders included in such prepayment and Borrowing. (c) The Borrower may not prepay all or any portion of the principal amount of each Borrowing any Competitive Bid Loan made to it prior to the maturity thereof except (i) as provided in subsection (a) above or portion thereof (ii) with respect to be prepaid. any particular Competitive Bid Loan, as agreed upon between the Lender making such Loan and the Borrower so long as at the time the Borrower makes such prepayment no Default has occurred and is continuing. (d) Upon receipt of any such noticea notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share ratable share (if any) of any such prepayment. If such notice is given, the aggregate amount specified in prepayment and such notice shall not thereafter be due and payable on revocable by the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such BorrowingBorrower.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three two (32) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the 11:00 a.m. not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, in the case of a proposed prepayment of the Obligations in full in connection with a refinancing of the Loans, notice of such prepayment may be made conditional on the consummation of such refinancing (subject to payment of amounts pursuant to Section 2.19). Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.52.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing, and in the case of a prepayment of the Term Loan A or any Incremental Term Loan, ratably to the Term Loan A and all outstanding Incremental Term Loans, and to the principal installments thereof in direct order of maturity.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, 11:00 a.m. (i) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. The Borrower shall have the right Company may at any time and from time to time to prepay any BorrowingLoans, in whole or in part, without premium or penalty, by giving upon at least one Business Days' irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior ABR Loans and two Working Days' irrevocable notice to any such prepayment, (ii) the Administrative Agent in the case of any prepayment Eurodollar Loans and specifying the date and amount of prepayment; provided that Eurodollar Loans prepaid on other than the last day of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice Interest Period with respect thereto shall be irrevocable and shall specify prepaid subject to the proposed date provisions of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaidsubsection 8.21. Upon receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If such notice is given, the aggregate Company shall make such prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date designated in such notice, together with accrued specified therein. Accrued interest to such date on any Notes or on the amount so prepaid of any Loans paid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required full pursuant to Section 2.18this subsection 8.5 shall be paid on the date of such prepayment. Each Accrued interest on the amount of any partial prepayment shall be paid on the Interest Payment Date next succeeding the date of any Loan (other than a Swingline Loan) such partial prepayment. Partial prepayments shall be in an aggregate principal amount that would be permitted equal to the lesser of (A) $2,500,000 or a whole multiple of $1,000,000 in excess thereof and (B) the aggregate unpaid principal amount of the applicable Loans, as the case may be. Any amount prepaid on account of an advance of a Revolving Borrowing Term Loans may not be reborrowed. Partial prepayments of the same Type Term Loans pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing this subsection 8.5 shall be applied ratably to the Loans comprising such Borrowingas set forth in subsection 8.6(c).

Optional Prepayments. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 12:00 noon (Atlanta, Georgia time) not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing or any Swingline Borrowing, on the Business Day of such prepayment12:00 noon (Atlanta, and (iiiGeorgia time) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on no later than one (1) Business Day after the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(c); provided, that if a Eurodollar Borrowing or Swingline Borrowing is prepaid on a date other than the last day of an Interest Period or Swingline Loan Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5, as the case may be. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. 2.10.1. The Borrower Company shall have the right to make prepayments at any time of the principal amount of any Syndicated Borrowing and from time any Money Market Borrowing bearing interest at the Prime Rate pursuant to time to prepay any BorrowingSection 2.15, in whole or in part, without premium or penalty, provided (a) notice of such prepayment is given by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Company to the Administrative Agent no not -------- later than 12:00 noon, 3:00 P.M. (iNew York City time) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Domestic Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on before the date of such prepayment. Each such notice shall be irrevocable and shall specify , (b) the proposed date of such prepayment is a Euro-Dollar Business Day or, in the case of a CD Borrowing or Base Rate Borrowing, a Domestic Business Day and the principal (c) each prepayment is in an amount of each $20,000,000 or a larger multiple of $1,000,000 (unless the then outstanding balance of such Borrowing or portion thereof is to be prepaid in full, in which event the prepayment may be in the amount of such Borrowing). Each such prepayment shall be applied to prepay ratably the Loans of the several Banks included in the Borrowing being prepaid. Upon receipt of any Any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice prepayment shall be due and payable on the date designated in such notice, made without premium or penalty but together with accrued interest to such date accrued, if any, on the amount so prepaid in accordance with Section 2.12(d); to the date of prepayment provided, however, that if upon prepayment of any Fixed Rate Borrowing (except a Eurodollar Money Market Borrowing is prepaid on a date bearing interest at the Prime Rate pursuant to Section 2.15), other than at the last day end of an the Interest Period applicable thereto, the Borrower shall also Company will pay all amounts such amount or amounts, if any, as are required to be paid pursuant to Section 2.182.12. 2.10.2. Each partial prepayment The Company may not prepay all or any portion of the principal amount of any Money Market Loan (other than except a Swingline LoanMoney Market Loan bearing interest at the Prime Rate) shall be in an amount that would be permitted in prior to the case maturity thereof. 2.10.3. Upon receipt of an advance of a Revolving Borrowing of the same Type any prepayment pursuant to this Section 2.3 or in 2.10, the case Agent shall promptly notify each Bank thereof and of a Swingline Loan pursuant to Section 2.5. Each prepayment such Bank's ratable share (if any) of a Borrowing shall be applied ratably to the Loans comprising such Borrowingprepayment.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of any prepayment of any Eurodollar SOFR Borrowing, 12:00 p.m. not less than three (3) U.S. Government Securities Business Days prior to any the date of such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the not less than one (1) Business Day prior to the date of such prepayment, and (iii) in the case of any prepayment of any Swingline BorrowingsBorrowing, prior to 1:00 p.m. on the date of such prepaymentprepayment or, in each case such shorter period as the Administrative Agent may agree (such agreement not to be unreasonably withheld, conditioned or delayed). Each such notice shall be irrevocable (but may be conditioned upon the consummation of another transaction) and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender▇▇▇▇▇▇’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.13(d); provided, provided that if a Eurodollar SOFR Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or 2.2 or, in the case of a Swingline Loan Loan, pursuant to Section 2.52.4 (or, in each case, such lesser amount to the extent outstanding). Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. (a) The Borrower may, at any time upon at least two (2) Business Days’ (or such shorter period as is acceptable to Agent) prior written notice by the Borrower to Agent, prepay the Term Loan in whole or in part on a pro rata basis in an amount greater than or equal to $1,000,000, in each instance, without penalty or premium except as provided in Sections 1.9 and 10.4; provided that each Lender shall have the right at to decline any time and from time prepayment (other than a prepayment of the entire Term Loan in connection with a refinancing thereof) of its portion of the Term Loan pursuant to time to prepay any Borrowingthis subsection 1.7(a), in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) which case such declined prepayment shall be applied to the Administrative Agent no later than 12:00 noon, (i) portion of the Term Loan held by Lenders that accept such prepayment on a pro rata basis. Optional partial prepayments of the Term Loan in the case of prepayment of any Eurodollar Borrowing, not amounts less than three $1,000,000 shall not be permitted. (3b) Business Days prior to any such prepayment, (ii) in the case The notice of any prepayment of any Base Rate Borrowing, on shall not thereafter be revocable by the Business Day of such prepayment, Borrower and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall will promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share Commitment Percentage of such prepayment; provided that any such prepayment. If notice may be conditioned upon the effectiveness of a refinancing of the Term Loan in full or a transaction that would result in a Change of Control, in which case such notice is given, may be revoked by Borrower by written notice to the aggregate Agent on or prior to the effective date. The payment amount specified in such notice shall be due and payable on the date designated in such notice, together specified therein. Together with accrued interest to such date on the amount so prepaid in accordance with each prepayment under this Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto1.7, the Borrower shall also pay all any amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing10.4.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Revolving Borrowing or Accordion Borrowing, 11:00 a.m. (Gainesville, FL time) not less than three (3) Business Days prior to any such prepayment, and (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. (Gainesville, FL time) on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.14. 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 an Accordion Borrowing or a Revolving Borrowing of the same Type pursuant to Section 2.3 2.2 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing. 6. Section 2.14 of the Credit Agreement is amended and restated as follows:

Optional Prepayments. The After the Final Disbursement Date for a WIFIA Loan, the Borrower shall have (or the right at any time and from time to time to District as agent of the Borrower) may prepay any Borrowing, such WIFIA Loan in whole or in part (and, if in part, the amounts thereof to be prepaid shall be determined by the Borrower; provided that such prepayments shall be in principal amounts of $500,000 or any integral multiple of $1.00 in excess thereof), from time to time, but not more than annually, without premium penalty or penaltypremium, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) paying to the Administrative Agent no later than 12:00 noonWIFIA Lender such principal amount of such WIFIA Loan to be prepaid, (i) in together with the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, unpaid interest accrued on the Business Day amount of such prepayment, and (iii) in the case of Swingline Borrowings, on principal so prepaid to the date of such prepayment. Each such notice , which shall be irrevocable and shall specify a Payment Date under the proposed date of such prepayment and applicable WIFIA Loan Agreement unless otherwise agreed by the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5▇▇▇▇▇ ▇▇▇▇▇▇. Each prepayment of a Borrowing WIFIA Loan pursuant to this Section 9(b) shall be applied ratably made on such Payment Date and in such principal amount as shall be specified by the Borrower in a written notice delivered to the Loans comprising WIFIA Lender not less than ten (10) days or more than thirty (30) days prior to the date set for prepayment, unless otherwise agreed by the WIFIA Lender. At any time between delivery of such Borrowingwritten notice and the applicable optional prepayment, the Borrower may, without penalty or premium, rescind its announced optional prepayment by further written notice to the ▇▇▇▇▇ ▇▇▇▇▇▇. Anything in this Section 9(b) to the contrary notwithstanding, the failure by the Borrower to make any optional prepayment shall not constitute a breach or default under this Agreement or the applicable WIFIA Loan Agreement.

Optional Prepayments. The Borrower shall have the right at any time and from time to time may elect to prepay any Borrowingof -------------------- the Advances, in whole or in part, without premium or penalty, by after giving irrevocable written notice (or telephonic notice promptly confirmed in writing) thereof to the Administrative Agent no later than and the Banks by 12:00 noonp.m. (Houston, Texas time) (i) in on the case day of prepayment of any Swingline Advance, (ii) at least three Business Days' prior to the day of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepaymentAdvances, and (iii) at least one Business Day prior to the day of prepayment of any Prime Rate Advances. Such notice shall be by telephone or telecopier, and if by telephone, confirmed promptly in writing, and must state the case of Swingline Borrowings, on the proposed date and aggregate principal amount of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of , whether such prepayment should be applied to reduce outstanding Revolving Advances or Swingline Advances, and if applicable, the principal amount of each Borrowing or portion thereof relevant Interest Period for the Advances to be prepaid. Upon receipt of If any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the Borrower shall prepay Advances comprising part of the same Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice shall be due and payable on the date designated in such notice, together with and shall also pay accrued interest to the date of such date prepayment on the principal amount so prepaid in accordance with and amounts, if any, required to be paid pursuant to Section 2.12(d)2.8 as a result of such prepayment being made on such date; provided, however, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each each partial prepayment of any Loan (other than a Swingline Loan) Revolving Advances -------- ------- shall be in an aggregate principal amount that would not less than $3,000,000 or an integral multiple of $1,000,000. Each prepayment pursuant to this Section 2.7(b) shall be permitted in accompanied by accrued interest on the case amount prepaid to the date of an advance of a Revolving Borrowing of the same Type such prepayment and amounts, if any, required to be paid pursuant to Section 2.3 or in the case 2.8 as a result of a Swingline Loan pursuant to Section 2.5. Each such prepayment of a Borrowing shall be applied ratably to the Loans comprising being made on such Borrowingdate.

Optional Prepayments. The Borrower applicable Borrowers shall have the right at any time and from time to time to prepay any Term Loan Borrowing, in whole or in part, without premium or penaltypenalty (except as set forth in Section 4.10 hereof), by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepaymentprepayment (or such shorter period as is acceptable to the Administrative Agent in its sole discretion). Each such notice shall be irrevocable and irrevocable, shall specify the proposed date of such prepayment and the principal amount of each Term Loan Borrowing or portion thereof to be prepaid, and shall otherwise be in form and content reasonably acceptable to the Administrative Agent. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d)the terms hereof; provided, provided that if a Eurodollar Borrowing Term Loan is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower applicable Borrowers shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.54.10. Each prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans comprising such BorrowingTerm Loan Borrowing and to principal installments in inverse order of maturity.

Optional Prepayments. The (i) Subject to this Section 2.8(c), the Borrower shall have the right may, at its option, at any time and or from time to time to time, prepay any Borrowing, Revolving Loans in whole or in part, without premium or penalty, by giving irrevocable written notice provided that (A) any prepayment shall be in an aggregate principal amount of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof (or, alternatively, the whole amount of Revolving Loans then outstanding) and (B) any prepayment of a Term SOFR Loan or telephonic notice promptly confirmed in writinga CDOR Rate Loan on a day other than the last day of the Interest Period applicable thereto shall be made together with the amounts payable pursuant to Section 2.14. Bid Loans may not be voluntarily prepaid at any time. (ii) If the Borrower elects to prepay a Revolving Loan under this Section 2.8(c), it shall deliver to the Administrative Agent no a Notice of Loan Prepayment (A) with respect to a Base Rate Loan, not later than 12:00 noon10:00 a.m. on the proposed repayment date, (iB) in the case of prepayment of any Eurodollar Borrowingwith respect to a Term SOFR Loan, not less later than 10:00 a.m. at least three (3) Term SOFR Business Days prior before the proposed prepayment date or (C) with respect to any such prepaymenta CDOR Rate Loan, not later than 10:00 a.m. at least three (ii3) in CDOR Business Days before the case proposed prepayment date. Any Notice of any prepayment of any Base Rate Borrowing, on the Business Day of such prepaymentLoan Prepayment shall be irrevocable, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate payment amount specified in such notice shall be due and payable on the date designated specified in such notice, together with interest accrued interest thereon to such date date. (iii) The Borrower may, upon delivery to the Swing Line Lender (with a copy to the Agent) of a Notice of Loan Prepayment, at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Agent not later than 1:00 p.m. on the amount so prepaid in accordance with Section 2.12(d); provideddate of the prepayment, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial and (ii) any such prepayment of any Loan (other than a Swingline Loan) shall be in an a minimum principal amount that would be permitted of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, 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 2.5entire principal thereof then outstanding). Each prepayment such notice shall specify the date and amount of a Borrowing such prepayment. Any Notice of Loan Prepayment shall be applied ratably irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified in such notice, together with interest accrued thereon to the Loans comprising such Borrowingdate.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any BorrowingBorrowing as designated by the Borrower, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a. m. on the date of such prepayment; provided, that any prepayment of Eurodollar Borrowings must be in an amount of at least $5,000,000 and any larger multiple of $1,000,000 and any prepayment of Base Rate Borrowings must be in an amount of at least $1,000,000 and any larger multiple of $100,000. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share 's share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d)2.12; provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 2.2 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing, and in the case of a prepayment of a Term Loan Borrowing, to principal installments on a pro rata basis.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 12:00 noon, (i) in the case of any prepayment of any Eurodollar SOFR Borrowing, 11:00 a.m. Eastern Time not less than three (3) Business Days prior to any the date of such prepayment, prepayment and (ii) in the case of any prepayment of any Base Rate Borrowing, on the not less than one (1) Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on prior to the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid; provided that such notice may be contingent upon the effectiveness of a replacement credit facility, similar financing or any asset sale or equity offering or similar event. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender▇▇▇▇▇▇’s Pro Rata Share of any such prepayment. If such notice is givengiven (and such transaction is consummated, if applicable), the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d2.11(c); provided, provided that if a Eurodollar SOFR Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.182.17. 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 2.52.2. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional Prepayments. The Borrower shall have (a) Borrowers may, upon at least 3 Business Days' notice to Agent, subject to any applicable payments required pursuant to the right terms of Section 9.05 for such, prepay the Term Loan Advances in whole at any time and or in part from time to time to prepay in amounts aggregating at least $1,000,000, or any Borrowing, in whole larger multiple of $100,000 (or in part, without premium or penaltylesser amount if such amount constitutes the entire outstanding Term Loan Advances), by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) paying the principal amount to the Administrative Agent no later than 12:00 noon, (i) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior be prepaid together with accrued interest thereon to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, on the Business Day of such prepayment, and (iii) in the case of Swingline Borrowings, on the date of such prepayment. Each such notice optional prepayment shall be irrevocable applied to prepay the Term Loan Advances of Lenders on a Term Loan Pro Rata basis, and all such prepayments of principal shall specify be applied to installments of principal in the proposed date inverse order of such prepayment and their maturities. (b) Borrower may, subject to any applicable payments required pursuant to Section 9.05 for such, prepay any Revolver Borrowing in whole at any time, or from time to time, by paying the principal amount of each Borrowing or portion thereof to be prepaidprepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied on a Revolver Pro Rata basis the Revolver Advances of the several Lenders included in such Borrowing (c) Upon receipt of any such noticea notice of prepayment pursuant to this Section 2.11, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s 's Revolver Pro Rata Share share or Term Loan Pro Rata share, as applicable, of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due prepayment and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); providedonce received by Agent, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall not thereafter be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingrevocable by Borrowers.