Common use of Optional Prepayments Clause in Contracts

Optional Prepayments. (i) Borrower may, upon notice to Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by Borrower, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) The Borrower may, upon notice to Administrative Agent, shall have the right at any time or and from time to time voluntarily to prepay any Revolving Loans or the Term Loans Loans, in whole or in part part, without premium or penalty; provided that , by giving written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) such notice must be received by Administrative Agent in the case of any prepayment of any Eurodollar Loan, 1:00 p.m. not later less than 11:00 a.m. (A) three (3) Business Days prior to any the date of such prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) in the case of any prepayment of Fixed any Base Rate Loans shall be in a principal amount Loan, no later than 1:00 p.m. on the date of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Type(s) principal amount of Loans to be prepaid and, if Eurodollar Loans are Term Loan or portion thereof to be prepaid; provided that any such notice in connection with a repayment of the Term Loans may be conditioned upon the occurrence of another financing or transaction. Upon receipt of any such notice, the Interest Period(s) of such Loans. Administrative Agent will shall promptly notify each affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, Pro Rata Share of any such prepayment. If such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified thereindesignated in such notice (subject to the occurrence of any condition described above), together with accrued interest to such date on the amount so prepaid in accordance with Section 2.8(d); provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of if a Eurodollar Loan is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall be accompanied by also pay all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.052.15. Subject Each prepayment made by the Borrower pursuant to this Section 2.18, each such prepayment 2.6 shall be applied to the Loans principal balance of the Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of the Term Loans (except during the Escrow Period with respect to any optional prepayment solely to the extent such optional prepayment, or any portion of any optional prepayment, is effected by applying the Escrow Funds to the Term Loans pursuant to Section 11.4(a), in accordance with their respective Applicable Revolving Percentages which case each such optional prepayment (or Applicable Term Loan Percentages, as the case may be. (iiportion of any optional prepayment) Prepayments of Swingline Loans shall be made on a ratable basis to the Assignee Lenders based on each Assignee Lender’s pro rata share of the aggregate then-existing Escrow Funds), and applied to installments of the Term Loans in accordance with Section 2.04(d)the manner specified by the Borrower or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturity.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans or Term Loans Borrowing of any Class in whole or in part without premium or penaltypenalty (except as set forth in Section 2.05(a)(iii)); provided that (i1) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m., Local Time (A) three (3) Business Days prior to any date of prepayment of Fixed Eurocurrency Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Floating Base Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; and (ii2) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 the Borrowing Minimum or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 the Borrowing Multiple in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. (ii) The Borrower may, upon delivery of a notice to the Swingline Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. Local Time on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by the Borrower, then unless rescinded, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (iiiii) Prepayments Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of Swingline prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that, on or prior to the date that is six (6) months after the Closing Date, the Borrower (A) makes any prepayment of Term B Loans in connection with any Repricing Event or (B) effects any amendment of this Agreement resulting in a Repricing Event, the Borrower shall pay or cause to be made paid to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, (x) in accordance with Section 2.04(dthe case of clause (A), a prepayment premium of 1.00% of the amount of the Term B Loans being prepaid and (y) in the case of clause (B), an amount equal to 1.00% of the aggregate amount of the applicable Term B Loans outstanding immediately prior to such amendment.

Optional Prepayments. (i) The Borrower may, upon notice to Administrative Agent, may at any time or and from time to time voluntarily time, subject to Section 2.7, prepay any Revolving Loans or Term Loans the Loans, in whole or in part part, without premium or penalty; provided that , upon irrevocable prior notice which notice may be given by telephone (ito be promptly confirmed in writing, including by facsimile) such notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m. (A) 12:00 Noon, New York City time, three (3) Business Days prior to any date thereto in the case of prepayment of Fixed Eurodollar Rate Loans and (B) no later than 12:00 Noon, New York City time, one (1) Business Day prior to any date thereto in the case of prepayment of Floating Base Rate Loans orLoans, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Type(s) prepayment is of Eurodollar Rate Loans or Base Rate Loans; provided that a notice of optional prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice of optional prepayment may be revoked by the Borrower (by notice to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will on or prior to the specified date) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentthereof. If any such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided together with (except in the case of Revolving Credit Loans that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all are Base Rate Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment Optional prepayments of Revolving Credit Loans shall be applied ratably to the Loans outstanding balance of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may beCredit Loans. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) The Borrower may, upon notice to Administrative Agent, may at any time or and from time to time voluntarily prepay any Revolving Loans or Term Loans the Loans, in whole or in part part, without premium or penalty; provided that (i) such , upon irrevocable notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m. (A) A.M., New York City time, three (3) Business Days prior to any date thereto, in the case of prepayment of Fixed Rate Loans Eurodollar Loans, and (B) no later than 11:00 A.M., New York City time, one (1) Business Day prior to any date of prepayment of Floating Rate Loans orthereto, in each casethe case of ABR Loans, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Type(s) prepayment is of Loans to be prepaid and, if Eurodollar Loans are to be prepaidor ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Interest Period(s) Borrower shall also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such Loans. notice the Administrative Agent will shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentthereof. If any such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided together with (except in the case of Revolving Loans that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment Partial prepayments of Term Loans and Revolving Loans shall be applied to the Loans in an aggregate principal amount of the Lenders in accordance with their respective Applicable Revolving Percentages $1,000,000 or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments a whole multiple thereof. Partial prepayments of Swingline Loans shall be made in accordance with an aggregate principal amount of $100,000 or a whole multiple thereof. Each payment pursuant to this Section 2.04(don account of principal of and interest on the Term Loans shall be applied as provided in Section 2.17(b). Each payment pursuant to this Section on account of principal of and interest on the Revolving Loans shall be applied as provided in Section 2.17(c).

Optional Prepayments. (i) The Borrower may, upon notice to Administrative Agent, may at any time or and from time to time voluntarily prepay any Revolving Loans or the Term Loans Loans, in whole or in part without premium or penalty; provided that part, with irrevocable prior written notice to the Administrative Agent substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 2:00 p.m. (i) such notice must be received by Administrative Agent not later than 11:00 a.m. on the same Business Day as each Base Rate Loan and (Aii) at least three (3) Business Days prior to any date of prepayment of Fixed before each LIBOR Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans orLoan, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Type(s) prepayment is of LIBOR Rate Loans, Base Rate Loans to be prepaid or a combination thereof, and, if Eurodollar Loans are to be prepaidof a combination thereof, the Interest Period(s) amount allocable to each. Upon receipt of such Loans. notice, the Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If any such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinset forth in such notice. Partial prepayments shall be in an aggregate amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Base Rate Loans and $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans A Notice of Prepayment received after 2:00 p.m. shall be deemed received on the next Business Day. Notwithstanding the foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all of the Term Loan Facility with the proceeds of such refinancing or of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence and may be revoked by the Borrower in the event such refinancing is not consummated (provided that the failure of such notice may state that it is conditioned upon contingency shall not relieve the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Borrower from its obligations in respect thereof under Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d4.9).

Optional Prepayments. (i) The Borrower may, upon notice to Administrative Agent, may at any time or and from time to time voluntarily prepay any Revolving Loans or Term Loans the Loans, in whole or in part part, without premium or penalty; provided that (i) such , upon notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m. (A) 12:00 Noon, New York City time, three (3) Business Days prior to any date thereto, in the case of prepayment of Fixed Rate Loans Eurodollar Loans, and (B) no later than 12:00 Noon, New York City time, one (1) Business Day prior to any date of prepayment of Floating Rate Loans orthereto, in each casethe case of ABR Loans, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Type(s) prepayment is of Loans to be prepaid and, if Eurodollar Loans are to be prepaidor ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Interest Period(s) Borrower shall also pay any amounts owing pursuant to Section 2.20. Each notice delivered by the Borrower pursuant to this Section 2.10 shall be irrevocable; provided, that such notice may state that it is conditioned upon the occurrence of one or more events specified therein, which such Loans. notice may be revoked by the Borrower (by notice to the Administrative Agent will no later than 10:00 A.M., New York City time, on the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentthereof. If any such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided together with (except in the case of Revolving Loans that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all are ABR Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans Partial prepayments of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments of Swingline Loans shall be in an aggregate principal amount of $1,000,000 (or, if the Term Loans then outstanding are less than $1,000,000, such lesser amount). Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.10 shall be applied, in the case of Term Loans, to the prepayment of the Term Loans in accordance with Section 2.04(d)2.17(b) and as directed by the Borrower (or, absent such direction, in direct order of maturity) and, in the case of Commitment reductions, to reduce permanently the Revolving Commitments.

Optional Prepayments. (a) Subject to Section 4.4, (i) Borrower the Company may, from time to time, upon irrevocable written notice to the Administrative Agent (which notice must be received by 11:00 a.m. (Chicago time) one Business Day prior to the requested day of prepayment in the case of Base Rate Loans and 11:00 a.m. (Chicago time) three Business Days prior to the date of prepayment in the case of Offshore Rate Loans), prepay any Borrowing of Revolving Loans in whole or in part, without premium or penalty, in an aggregate amount of $5,000,000 or a higher integral multiple of $100,000 and (ii) the Company may, from time to time, upon not less than three Business Days' irrevocable notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans or Borrowing of Term Loans in whole or in part part, without premium or penalty; provided that (i) such notice must be received by Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal an aggregate amount of $1,000,000 5,000,000 or a whole higher integral multiple of $100,000 in excess thereof; and 100,000. (iiib) any Each notice of prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each any such notice, notice and of the amount of such Lender’s Applicable 's share of such prepayment based upon such Lender's Revolving Percentage or Applicable Term Loan Percentage, as applicablein the case of a prepayment of Revolving Loans, Term A Percentage, in the case of such prepaymenta prepayment of Term A Loans or Term B Percentage, in the case of a prepayment of Term B Loans. If any such notice is given by Borrowerthe Company, then Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all together with accrued interest to such date on the amount prepaid, together with prepaid and any additional amounts required pursuant to Section 3.054.4. Subject to Section 2.18, each such Each prepayment of Revolving Loans shall be applied to the each Revolving Lender's Revolving Loans according to such Revolving Lender's Revolving Percentage. Each prepayment of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments of Swingline Loans shall be made applied pro rata to the Term A Loans and Term B Loans; provided, that if the Company elects to provide the holders of Term B Loans with the option to waive their right to accept any such voluntary prepayment, and any such Lender notifies the Administrative Agent of such Lender's waiver of such prepayment not later than two Business Days prior to the date of prepayment, 50% of the portion of any such prepayment which would have been applied to such Lender's Term B Loans shall be applied pro rata to the remaining installments of the Term A Loans of all Lenders and the remaining 50% may be retained by the Company; provided, further, that once the Term A Loans shall have been fully repaid, such remaining prepayment amounts, if any, shall be applied pro rata to the Term B Loans. All prepayments of the Term Loans pursuant to this Section 2.7 shall be applied pro rata to the unpaid installments of each of the Term A Loans and Term B Loans; provided, however, that, at the Company's option, a portion of any such prepayment may be applied to unpaid installments of the Term A Loans in accordance with Section 2.04(dforward order of maturity, but the amount so applied in any period of four consecutive fiscal quarters may not exceed 50% of the amount of the scheduled installments of the Term A Loans during such period (without giving effect to any reduction to such scheduled installments as a result of mandatory or voluntary prepayments).

Optional Prepayments. (i) The Borrower may, upon notice to Administrative Agent, may at any time or and from time to time voluntarily prepay any Revolving Credit Loans or Term Loans and Swingline Loans, in whole or in part without premium or penalty; provided that part, with irrevocable prior written notice to the Administrative Agent substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 1:00 p.m. (i) such notice must be received by Administrative Agent not later than 11:00 a.m. on the same Business Day as each Base Rate Loan and each Swingline Loan and (Aii) three at least two (32) Business Days prior to any date of prepayment of Fixed before each LIBOR Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans orLoan, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Type(s) prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline Loans to be prepaid or a combination thereof, and, if Eurodollar Loans are to be prepaidof a combination thereof, the Interest Period(s) amount allocable to each; provided that a Notice of Prepayment may state that such notice is conditioned upon the effectiveness of debt or equity issuances, in which case, such notice may be revoked by the Borrower by notice to the Administrative Agent prior to the date of such Loansproposed prepayment if such issuance is not consummated. Upon receipt of such notice, the Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, and of the amount of such Revolving Credit Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If any such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinset forth in such notice. Partial prepayments shall be in an aggregate amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Base Rate Loans, provided that $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans and $100,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 1:00 p.m. shall be deemed received on the next Business Day. Each such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan repayment shall be accompanied by all accrued interest on the any amount prepaid, together with any additional amounts required to be paid pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be5.9. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) The Borrower may, upon notice to Administrative Agent, may at any time or and from time to time voluntarily prepay any Revolving Loans or Term Loans the Loans, in whole or in part part, without premium or penalty; provided that (i) such , upon irrevocable notice must be received by Administrative delivered to the Designated Agent not no later than 11:00 a.m. (A) 12:00 Noon, New York City time, three (3) Business Days prior to any date thereto, in the case of prepayment of Fixed Rate Loans Term Benchmark Loans, and (B) no later than 2:00 p.m., New York City time, one (1) Business Day prior to any date of prepayment of Floating Rate Loans orthereto, in each casethe case of ABR Loans, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Type(s) prepayment is of Term Benchmark Loans to be or ABR Loans; provided, that if a Term Benchmark Loan is prepaid and, if Eurodollar Loans are to be prepaidon any day other than the last day of the Interest Period applicable thereto, the Interest Period(s) Borrower shall also pay any amounts owing pursuant to Section 2.17. Upon receipt of any such Loans. Administrative notice the Designated Agent will shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentthereof. If any such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all together with accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans which shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, together any notice of prepayment delivered in connection with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to refinancing of all of the Loans and Commitments with the proceeds of such refinancing or of any other incurrence of Indebtedness or the Lenders in accordance with their respective Applicable Revolving Percentages occurrence of some other identifiable event or Applicable Term Loan Percentagescondition, as the case may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) On any date on or after the Closing Date, Borrower may, upon notice to Administrative Agent, at any time or from time to time on any Business Day, subject to payment of any Termination Payment required pursuant to Section 2.06 and maintaining the required minimum outstanding Advances pursuant to Section 2.02(d), voluntarily prepay any Revolving Loans or Term Loans outstanding Advances in whole or in part without premium or penaltypart, together with all amounts due pursuant to Sections 2.04(c) and 2.10; provided that (i) such notice must be received by the Borrower shall have delivered to the Administrative Agent not written notice of such prepayment (such notice, a “Notice of Prepayment”) in the form of Exhibit B hereto by no later than 11:00 a.m. 1:00 p.m. at least two (A) three (32) Business Days prior to the day of such prepayment. Any Notice of Prepayment received by the Administrative Agent after 1:00 p.m. shall be deemed received on the next Business Day. Upon receipt of such Notice of Prepayment, the Administrative Agent shall promptly, but in any date of prepayment of Fixed Rate Loans and (B) event, no later than 1:00 p.m. at least one (1) Business Day prior to any the date of such prepayment, notify each Lender. Each such Notice of Prepayment shall be irrevocable and effective upon the date received and shall be dated the date such notice is given, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. Each prepayment of Floating Rate Loans or, any Advance by the Borrower pursuant to this Section 2.05(a) shall in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall case be in a principal amount of at least $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof 2,500,000 or, in each case, if less, the entire outstanding principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount Advances of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentthe Borrower. If such notice a Notice of Prepayment is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereintherein (including, provided that but not limited to, any Termination Payment). The Borrower shall make the payment amount specified in such notice may state that it is conditioned upon by wire transfer of immediately available funds by 11:00 a.m. on the effectiveness date of other credit facilities or other eventsprepayment to the account of the Administrative Agent, which will hold the funds on behalf of the Lenders. To the extent payment was made to the Administrative Agent, the Administrative Agent promptly will make such payment amount specified in such notice available to each Lender in the amount of each Lender’s Percentage of the payment amount by wire transfer to such Lender’s account. Any prepayment funds for purposes of a Eurodollar Loan voluntary prepayment received by the Administrative Agent after 11:00 a.m. shall be accompanied by all accrued interest deemed received on the amount prepaidnext Business Day. For the avoidance of any doubt, together with the Borrower may only provide a Notice of Prepayment to prepay Advances that are outstanding on the date such Notice of Prepayment is delivered and may not provide a Notice of Prepayment to prepay any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may befuture Advances. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (ia) Borrower may, upon notice The Company may on the last day of the relevant Interest Period if the Loans to Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans or Term Loans be prepaid are in whole or in part Eurodollar Loans, or at any time and from time to time if the Loans to be prepaid are Alternate Base Rate Loans, prepay the Revolving Credit Loans, in whole or in part, without premium or penalty; provided that (i) such notice must be received by Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter at least three Business Days' (in the case of Eurodollar Loans) or one Business Day's (in the case of Alternate Base Rate Loans) irrevocable notice as shall be approved by to the Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof orAgent, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Type(s) prepayment is of Loans to be prepaid and, if Eurodollar Loans are to be prepaidor Alternate Base Rate Loans or a combination thereof, and if of a combination thereof, the Interest Period(s) amount of prepayment allocable to each. Upon receipt of such Loans. notice the Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentthereof. If such notice is given by Borrowergiven, then Borrower the Company shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan Partial prepayments shall be accompanied by all accrued interest on the in an aggregate principal amount prepaidof $10,000,000 or a whole multiple thereof, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18and may only be made if, each such prepayment after giving effect thereto, subsection 2.7(c) shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may benot have been contravened. (iib) Prepayments The Company may not prepay Competitive Loans without the consent of Swingline Loans the relevant Lender. (c) All payments and prepayments hereunder shall be in such amounts and be made in accordance with Section 2.04(d)pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of the Revolving Credit Loans which are Eurodollar Loans having the same Interest Period shall not be less than $10,000,000.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Fixed Term SOFR Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Floating Base Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writingLoans; (ii) any prepayment of Fixed Term SOFR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; , and (iii) any prepayment of Floating Base Rate Loans shall be in a principal amount of $100,000 1,000,000 or a whole multiple of $25,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid; provided that, a notice of prepayment of all or any part of the outstanding Loans may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loanscondition is not satisfied. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender▇▇▇▇▇▇’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, Pro Rata Share of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan Term SOFR Rate Loans shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may bePro Rata Shares. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) The Borrower may, upon notice to Administrative Agent, may at any time or and from time to time voluntarily prepay any Revolving Credit Loans or Term Loans and Swingline Loans, in whole or in part without premium or penalty; provided that part, with irrevocable prior written notice to the Administrative Agent substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 12:00 p.m. (i) such notice must be received by Administrative Agent not later than 11:00 a.m. on the same Business Day as each Base Rate Loan and each Swingline Loan and (Aii) at least three (3) Business Days prior to any date of prepayment of Fixed before each LIBOR Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans orLoan, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Type(s) prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline Loans to be prepaid or a combination thereof, and, if Eurodollar Loans are to be prepaidof a combination thereof, the Interest Period(s) amount allocable to each. Upon receipt of such Loans. notice, the Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, and of the amount of such Revolving Credit Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If any such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinset forth in such notice. Partial prepayments shall be in an aggregate amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Base Rate Loans (other than Swingline Loans), provided that $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans and $500,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 12:00 p.m. shall be deemed received on the next Business Day. Each such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan repayment shall be accompanied by all accrued interest on the any amount prepaid, together with any additional amounts required to be paid pursuant to Section 3.055.9 hereof. Subject to Section 2.18Notwithstanding the foregoing, each such prepayment shall be applied to the Loans any Notice of Prepayment delivered in connection with any refinancing of all of the Lenders in accordance Credit Facility with their respective Applicable Revolving Percentages the proceeds of such refinancing or Applicable Term Loan Percentagesof any incurrence of Indebtedness or the occurrence of some other identifiable event or condition, as the case may be. , if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower in the event such condition is not satisfied (ii) Prepayments provided that the failure of Swingline Loans such contingency shall be made not relieve the Borrower from its obligations in accordance with respect thereof under Section 2.04(d5.9).

Optional Prepayments. (i) The Borrower may, upon notice to Administrative Agent, may at any time or and from time to time voluntarily prepay any Revolving Credit Loans or Term Loans and Swingline Loans, in whole or in part without premium or penalty; provided that part, with irrevocable prior written notice to the Administrative Agent substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 1:00 p.m. (i) such notice must be received by Administrative Agent not later than 11:00 a.m. on the same Business Day as each Base Rate Loan and each Swingline Loan and (Aii) three at least two (32) Business Days prior to any date of prepayment of Fixed before each LIBOR Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans orLoan, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Type(s) prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline Loans to be prepaid or a combination thereof, and, if Eurodollar Loans are to be prepaidof a combination thereof, the Interest Period(s) amount allocable to each; provided that a Notice of Prepayment may state that such notice is conditioned upon the effectiveness of debt or equity issuances, in which case, such notice may be revoked by the Borrower by notice to the Administrative Agent prior to the date of such Loansproposed prepayment if such issuance is not consummated. Upon receipt of such notice, the Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, and of the amount of such Revolving Credit Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If any such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinset forth in such notice. Partial prepayments shall be in an aggregate amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Base Rate Loans, provided that $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans and $100,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 1:00 p.m. shall be deemed received on the next Business Day. Each such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan repayment shall be accompanied by all accrued interest on the any amount prepaid, together with any additional amounts required to be paid pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be4.9. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (a) Subject to Section 4.4, (i) Borrower the Company may, from time to time, upon irrevocable written notice to the Administrative Agent (which notice must be received by 11:00 a.m. (Chicago time) one Business Day prior to the requested day of prepayment in the case of Base Rate Loans and 11:00 a.m. (Chicago time) three Business Days prior to the date of prepayment in the case of Offshore Rate Loans), prepay any Borrowing of Revolving Loans in whole or in part, without premium or penalty, in an aggregate amount of $5,000,000 or a higher integral multiple of $100,000 and (ii) the Company may, from time to time, upon not less than three Business Days' irrevocable notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans or Borrowing of Term Loans in whole or in part part, without premium or penalty; provided that (i) such notice must be received by Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal an aggregate amount of $1,000,000 5,000,000 or a whole higher integral multiple of $100,000 in excess thereof; and 100,000. (iiib) any Each notice of prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each any such notice, notice and of the amount of such Lender’s Applicable 's share of such prepayment based upon such Lender's Revolving Percentage or Applicable Term Loan Percentage, as applicablein the case of a prepayment of Revolving Loans, or Term Percentage, in the case of such prepaymenta prepayment of Term Loans. If any such notice is given by Borrowerthe Company, then Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all together with accrued interest to such date on the amount prepaid, together with prepaid and any additional amounts required pursuant to Section 3.054.4. Subject Each prepayment of Revolving Loans shall be applied to Section 2.18, each Revolving Lender's Revolving Loans according to such Revolving Lender's Revolving Percentage. Each prepayment of Term Loans shall be applied to each Term Lender's Term Loans according to such Term Lender's Term Percentage and shall be applied to the Loans installments of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may beLoans pro rata. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i1) The Borrower may prepay Swingline Loans, in whole or in part, at any time and from time to time. Except to the extent that repayment of Swingline Loans is being administered through an automated cash management system mutually approved in writing by the Borrower and the Swingline Lender, the Borrower shall, prior to or contemporaneously with making any such prepayment, give the Swingline Lender such notice of prepayment (written notice or Telephonic Notice confirmed in writing to the Swingline Lender) as is sufficient to enable the Swingline Lender to apply such prepayment properly to the repayment of Swingline Loans. (2) The Borrower may, upon not less than one (1) Business Day's prior written notice or upon not less than one (1) Business Day's prior Telephonic Notice confirmed in writing to Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent (in the case of Base Rate Loans), and upon not later less than 11:00 a.m. (A) three (3) Business Days Days' prior to any date of prepayment of Fixed Rate Loans and written notice or three (B) one (13) Business Day Days' prior Telephonic Notice confirmed in writing to any date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent (in the case of LIBOR Loans) (each of which notices the Administrative Agent will promptly transmit to each Lender in writing; , or by telephone confirmed in writing), at any time and from time to time prepay any Borrowing of Loans (iias the Borrower may specify to the Administrative Agent) any prepayment of Fixed Rate Loans shall be in a principal minimum amount of $1,000,000 or a whole multiple (or, if less, the aggregate outstanding principal balance) and in integral multiples of $100,000 in excess thereofof that amount; provided, however, that LIBOR Loans may be prepaid only upon the expiration of the current Interest Period for such LIBOR Loan; provided, further, that LIBOR Loans may only be prepaid in part if, after such prepayment, the unpaid portion of such Loans shall have aggregate minimum balances of $1,000,000; and (iii) provided further that, in connection with any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if lessLIBOR Loans, the entire principal amount thereof then outstanding. Each such notice Borrower shall specify pay to the date and amount of such prepayment and Administrative Agent, for distribution to the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaidLenders, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by Borrower, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts such Loan required to be paid pursuant to Section 3.05. Subject 3.1.1 and any amounts required to be paid pursuant to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be3.4.5. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (ia) Subject in the case of any Euro-Dollar Borrowing to Section 2.14, the Borrower may, upon notice to the Administrative Agent not later than 11:30 A.M. (New York City time) on the date of such prepayment, prepay any Group of Base Rate Loans (or any Competitive Bid Borrowing bearing interest at the Base Rate pursuant to Section 8.02 or 8.03) or upon at least three Euro-Dollar Business Days’ notice to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time time, or from time to time voluntarily in part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000 by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay any Revolving ratably the Loans of the several Lenders included in such Group of Loans (or Borrowing). (b) Optional prepayments of Term Loans pursuant to subsection (a) above shall be applied pro rata against the remaining scheduled installments of principal due in whole respect of Term Loans under Section 2.06(b). (c) Except as provided in subsection (a) above, the Borrower may not prepay all or in part without premium or penalty; provided that (i) such notice must be received by Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment portion of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or any Competitive Bid Loan prior to the maturity thereof. (d) Upon receipt of a whole multiple notice of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if lesspursuant to this Section, the entire principal amount Administrative Agent shall promptly notify each affected Lender of the contents thereof then outstanding. Each and of such notice shall specify the date and amount Lender’s ratable share of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by Borrower, then Borrower shall make such prepayment and the payment amount specified in such notice shall not thereafter be due and payable on revocable by the date specified thereinBorrower; provided, provided however, that a notice of prepayment may state that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans receipt of the Lenders proceeds from the issuance of other Debt, in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as which case such notice of prepayment may be revoked by the case may beBorrower if such condition is not satisfied. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) The Borrower may, upon notice to Administrative Agent, may at any time or and from time to time voluntarily prepay any Revolving Credit Loans or Term Loans and Swingline Loans, in whole or in part without premium or penalty; provided that part, with irrevocable prior written notice to the Administrative Agent substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 12:00 p.m. (i) such notice must be received by Administrative Agent not later than 11:00 a.m. on the same Business Day as each Base Rate Loan and each Swingline Loan and (Aii) at least three (3) Business Days prior to any date of prepayment of Fixed before each LIBOR Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans orLoan, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Type(s) prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline Loans to be prepaid or a combination thereof, and, if Eurodollar Loans are to be prepaidof a combination thereof, the Interest Period(s) amount allocable to each. Upon receipt of such Loans. notice, the Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, and of the amount of such Revolving Credit Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If any such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinset forth in such notice. Partial prepayments shall be in an aggregate amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Base Rate Loans (other than Swingline Loans), provided that $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans and $500,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 12:00 p.m. shall be deemed received on the next Business Day. Each such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan repayment shall be accompanied by all accrued interest on the any amount prepaid, together with any additional amounts required to be paid pursuant to Section 3.055.9 hereof. Subject to Section 2.18Notwithstanding the foregoing, each such prepayment shall be applied to the Loans any Notice of Prepayment delivered in connection with any refinancing of all of the Lenders in accordance Credit Facility with their respective Applicable Revolving Percentages the proceeds of such refinancing or Applicable Term Loan Percentagesof any incurrence of Indebtedness or the occurrence of some other identifiable event or condition, as the case may be. , if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower in the event such condition is not satisfied (ii) Prepayments provided that the failure of Swingline Loans such contingency shall be made not relieve the Borrower from its obligations in accordance with respect thereof under Section 2.04(d5.9).

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans or Term Loans in whole or in part Loans outstanding under the Acquisition Subfacility, the Working Capital/Distribution Subfacility and/or the Term Loan Principal Debt without premium or penalty; provided PROVIDED that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 10:00 a.m., Dallas, Texas time, (A) three (3) Business Days prior to any date of prepayment of Fixed Eurodollar Rate Loans Loans, and (B) one (1) Business Day prior to any the date of prepayment of Floating Base Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writingLoans; (ii) any prepayment of Fixed Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iii) any prepayment of Floating Base Rate Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section SECTION 3.05. Subject to Section 2.18, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages Pro Rata Shares. Unless a Default or Applicable Term Loan PercentagesEvent of Default has occurred and is continuing or would arise as a result thereof any payment or prepayment of the Loans may be reborrowed by Borrower, as subject to the case may beterms and conditions hereof. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (ia) The Borrower may, upon notice to Administrative Agent, may at any time or and from time to time voluntarily prepay any Revolving Loans or Term Loans the Loans, in whole or in part part, without premium or penalty; provided that (i) such , upon irrevocable notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m. (A) 12:00 Noon, New York City time, three (3) Business Days prior to any date thereto, in the case of prepayment of Fixed Rate Loans Eurodollar Loans, and (B) no later than 2:00 p.m., New York City time, one (1) Business Day prior to any date of prepayment of Floating Rate Loans orthereto, in each casethe case of ABR Loans, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Type(s) prepayment is of Loans to be prepaid and, if Eurodollar Loans are to be prepaidor ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Interest Period(s) Borrower shall also pay any amounts owing pursuant to Section 2.17. Upon receipt of any such Loans. notice the Administrative Agent will shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentthereof. If any such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all together with accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans which shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, together any notice of prepayment delivered in connection with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to refinancing of all of the Loans and Commitments with the proceeds of such refinancing or of any other incurrence of Indebtedness or the Lenders in accordance with their respective Applicable Revolving Percentages occurrence of some other identifiable event or Applicable Term Loan Percentagescondition, as the case may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (ia) The Borrower may, upon notice to Administrative Agent, may at any time or and from time to time voluntarily prepay any Revolving Loans or Term Loans the Loans, in whole or in part part, without premium or penalty; provided that (i) such , upon irrevocable notice must be received by Administrative delivered to the Designated Agent not no later than 11:00 a.m. (A) 12:00 Noon, New York City time, three (3) Business Days prior to any date thereto, in the case of prepayment of Fixed Rate Loans Eurodollar Loans, and (B) no later than 2:00 p.m., New York City time, one (1) Business Day prior to any date of prepayment of Floating Rate Loans orthereto, in each casethe case of ABR Loans, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Type(s) prepayment is of Loans to be prepaid and, if Eurodollar Loans are to be prepaidor ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Interest Period(s) Borrower shall also pay any amounts owing pursuant to Section 2.17. Upon receipt of any such Loans. Administrative notice the Designated Agent will shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentthereof. If any such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all together with accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans which shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, together any notice of prepayment delivered in connection with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to refinancing of all of the Loans and Commitments with the proceeds of such refinancing or of any other incurrence of Indebtedness or the Lenders in accordance with their respective Applicable Revolving Percentages occurrence of some other identifiable event or Applicable Term Loan Percentagescondition, as the case may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) The Borrower may, upon notice to Administrative Agent, may at any time or and from time to time voluntarily prepay any Revolving Loans or Term Loans the Loans, in whole or in part part, without premium or penalty; provided that , upon irrevocable (iunless otherwise agreed by the Administrative Agent) such notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m. (A) 12:00 Noon, three (3) Business Days prior to any date thereto, in the case of prepayment of Fixed Rate Loans Eurodollar Loans, and (B) no later than 12:00 Noon, one (1) Business Day prior to any date of prepayment of Floating Rate Loans orthereto, in each casethe case of ABR Loans (or on the same day in the case of Swingline Loans), in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Type(s) prepayment is of Loans to be prepaid and, if Eurodollar Loans are to be prepaidor ABR Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Interest Period(s) Borrower shall also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such Loans. notice the Administrative Agent will shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentthereof. If any such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Tranche B Term Loans and Revolving Loans shall be in an aggregate principal amount of $500,000 or a whole multiple thereof (unless a lesser amount is required to repay such loan in full); provided further that a notice of termination of the Commitments delivered by the Borrower may state that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall debt instruments, in which case such notice may be accompanied revoked by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied Borrower (by written notice to the Loans of Administrative Agent on or prior to the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (iispecified effective date) Prepayments if such condition is not satisfied. Partial prepayments of Swingline Loans shall be made in accordance with Section 2.04(d)an aggregate principal amount of $100,000 or a whole multiple thereof.

Optional Prepayments. (ia) The Borrower maymay at any time and from time to time, in whole or in part, prepay Floating Rate Advances upon one (1) Business Day’s prior written notice to the Administrative Agent, without penalty or premium. Each partial prepayment of Floating Rate Advances shall be in an aggregate amount of $1,000,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment, and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, subject to Section 3.4, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of a capital markets transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. (b) The Borrower may at any time and from time to time, in whole or in part, prepay Eurodollar Advances (subject to the payment of any funding indemnification amounts required by Section 3.4) upon three (3) Business Days’ prior written notice to the Administrative Agent, without penalty or premium. Each partial prepayment of Eurodollar Advances shall be in an aggregate amount of $5,000,000 or a higher integral multiple of $1,000,000. Each such notice shall specify the date and amount of such prepayment, and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, subject to Section 3.4, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of a capital markets transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any notice to prepay Eurodollar Advances shall indicate the Interest Period for such Eurodollar Advances. (c) Subject to Section 2.23, all prepayments of Advances shall be applied ratably to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (d) The Borrower may at any time and from time to time voluntarily prepay any Revolving Swing Line Loans upon one (1) Business Day’s prior notice to the Swing Line Lender (with a copy to the Administrative Agent), without penalty or Term Loans in whole or in part without premium or penaltypremium; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any 1:00 p.m. on the date of prepayment of Fixed Rate Loans the prepayment, and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any such prepayment of Fixed Rate Loans shall be in a minimum principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof; and thereof (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, provided however, subject to Section 3.4, that a notice of prepayment may state that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment the closing of a Eurodollar Loan shall be accompanied capital markets transaction, in which case such notice may b e revoked by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied Borrower (by notice to the Loans of Administrative Agent on or prior to the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may bespecified prepayment date) if such condition is not satisfied. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (ia) Borrower may, upon notice The Company may on the last day of the relevant Interest Period if the Loans to Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans or Term Loans be prepaid are in whole or in part Eurodollar Loans, or at any time and from time to time if the Loans to be prepaid are Alternate Base Rate Loans, prepay the Revolving Credit Loans, in whole or in part, without premium or penalty; provided that (i) such notice must be received by Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter at least three Business Days’ (in the case of Eurodollar Loans) or one Business Day’s (in the case of Alternate Base Rate Loans) irrevocable notice as shall be approved by to the Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof orAgent, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Type(s) prepayment is of Loans to be prepaid and, if Eurodollar Loans are to be prepaidor Alternate Base Rate Loans or a combination thereof, and if of a combination thereof, the Interest Period(s) amount of prepayment allocable to each. Upon receipt of such Loans. notice the Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentthereof. If such notice is given by Borrowergiven, then Borrower the Company shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan Partial prepayments shall be accompanied by all accrued interest on the in an aggregate principal amount prepaidof $10,000,000 or a whole multiple thereof, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18and may only be made if, each such prepayment after giving effect thereto, subsection 2.7(c) shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may benot have been contravened. (iib) Prepayments The Company may not prepay any Competitive Loan without the consent of Swingline Loans the holder thereof. (c) All payments and prepayments hereunder shall be in such amounts and be made in accordance with Section 2.04(d)pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of the Revolving Credit Loans which are Eurodollar Loans having the same Interest Period shall not be less than $10,000,000.

Optional Prepayments. (ia) The Borrower may at any time and from time to time prepay the Revolving Loans made to it, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A,M., three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., one Business Day prior thereto, in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time time, voluntarily prepay any Revolving Loans or Term Swing Line Loans in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any 1:00 p.m. on the date of prepayment of Fixed Rate Loans the prepayment, and (B) one (1) Business Day prior to any date of such prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) The Borrower may, upon notice to Administrative Agent, may at any time or and from time to time voluntarily prepay any Revolving Loans or Term Loans the Loans, in whole or in part part, without premium or penalty; penalty (except as otherwise provided that (i) such herein), upon irrevocable notice must be received by delivered to the Administrative Agent not later than 11:00 a.m. (A) at least three (3) Business Days prior to any date thereto in the case of prepayment of Fixed Rate Eurodollar Loans and (B) at least one (1) Business Day prior to any date thereto in the case of prepayment of Floating Base Rate Loans orLoans, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment, whether such prepayment is of Term Loans or Revolving Credit Loans, and the Type(s) whether such prepayment is of Loans to be prepaid and, if Eurodollar Loans are to be prepaidor Base Rate Loans; provided that (i) if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Interest Period(sBorrower shall also pay any amounts owing pursuant to Section 2.21; (ii) no prior notice is required for the prepayment of Swing Line Loans; (iii) each such Loanspartial prepayment shall be applied pro rata to the remaining repayment installments thereof pursuant to Section 2.3 and (iv) the amount of each such partial prepayment of the Term Loans may not be reborrowed. Upon receipt of any such notice the Administrative Agent will shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentthereof. If any such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided together with (except in the case of Revolving Credit Loans that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all are Base Rate Loans and Swing Line Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Partial prepayments of Term Loans of the Lenders in accordance with their respective Applicable and Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments of Swingline Credit Loans shall be made in accordance with Section 2.04(d)an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swing Line Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

Optional Prepayments. (ia) The Borrower may, upon notice to Administrative Agent, may at any time or and from time to time voluntarily prepay any Revolving Loans or Term Loans time, in whole or in part without premium or penalty; provided that (i) such notice must be received by Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Fixed part, prepay Floating Rate Loans and (B) Advances upon one (1) Business Day Day’s prior written notice to any date of the Administrative Agent, without penalty or premium. Each partial prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans Advances shall be in a principal an aggregate amount of $1,000,000 or a whole an integral multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepayment, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by Borrower, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, provided however, subject to Section 3.4, that a notice of prepayment may state that such notice may state that it is conditioned upon the effectiveness of other credit facilities or the closing of a capital markets transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. (b) The Borrower may at any time and from time to time, in whole or in part, prepay Eurodollar Advances (subject to the payment of any funding indemnification amounts required by Section 3.4) upon three (3) Business Days’ prior written notice to the Administrative Agent, without penalty or premium. Each partial prepayment of Eurodollar Advances shall be in an aggregate amount of $5,000,000 or a higher integral multiple of $1,000,000. Each such notice shall specify the date and amount of such prepayment, and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, subject to Section 3.4, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other eventscredit facilities or the closing of a capital markets transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of a notice to prepay Eurodollar Loan Advances shall be accompanied by all accrued interest on indicate the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Interest Period for such Eurodollar Advances. (c) Subject to Section 2.182.23, each such prepayment all prepayments of Advances shall be applied ratably to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may bePro Rata Shares. (d) The Borrower may at any time and from time to time prepay Swing Line Loans upon one (1) Business Day’s prior notice to the Swing Line Lender (with a copy to the Administrative Agent), without penalty or premium; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) Prepayments of Swingline Loans any such prepayment shall be made in accordance with Section 2.04(da minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal thereof then outstanding).. Each such notice shall specify the date and amount of such .CHAR1\1170499v7

Optional Prepayments. (i) Borrower may, upon notice to Administrative Agent, at any time Loans may be prepaid in whole or from time to time voluntarily prepay any Revolving Loans or Term Loans in whole or in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day's prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not less than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that (i) such with respect to each oral notice must be received by of a prepayment, the Company shall deliver promptly to the Administrative Agent not later than 11:00 a.m. a confirmatory written notice of such proposed prepayment; and (Ad) three (3) Business Days prior prepayments shall be allocated to any date of prepayment of Fixed Rate all outstanding Loans and (B) one (1) Business Day prior for payment ratably to any date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment the holders thereof. The Administrative Agent shall promptly notify the affected Lenders of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; to be prepaid and (iii) any the prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingdate. Each such notice shall specify the date and amount Notice of such prepayment shall be irrevocable and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaidhaving been given as aforesaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by Borrower, then Borrower shall make such prepayment and the payment principal amount specified in such notice notice, together with accrued and unpaid interest thereon to the date of prepayment, shall be become due and payable on such prepayment date, and the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness provisions of other credit facilities or other events. Any prepayment of a Eurodollar Loan Section 2.02(e) shall be accompanied by all accrued interest on applicable. The Company shall have no optional right to prepay the principal amount prepaid, together with of any additional amounts required pursuant to Loan other than as provided in this Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be3.01. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) At its option, the Borrower may, upon notice from the Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time time, voluntarily prepay any Revolving Loans or Term Swing Line Loans in whole or in part without premium or penalty; provided provided, that (iA) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. (A) three (3) 10:00 am on the Business Days Day prior to any the date of prepayment of Fixed Rate Loans the prepayment, and (B) one (1) Business Day prior to any date of such prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a minimum principal amount of $100,000 or a whole an integral multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and specify a minimum amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, -63- of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments At any time there are no Swing Line Loans outstanding, at its option, the Borrower may, without premium or penalty but subject to Section 2.13 in the case of Swingline LIBOR Loans, upon notice from the Borrower to the Administrative Agent no later than 10:00 a.m., in the case of Base Rate Loans, one Business Day prior to the date of the prepayment and, in the case of LIBOR Loans, three Business Days prior to the date of the prepayment, at any time or from time to time, voluntarily prepay the Revolving Loans in any Revolving Loan Borrowing and all accrued but unpaid interest thereon in part, in a minimum principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof, or in whole; provided that if such prepayment is on any day other than on the last day of the Interest Period applicable to such LIBOR Loans, the Borrower shall be subject to the payments required by Section 2.13. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) At its option, the Borrower may, without premium or penalty but subject to Section 2.13 in the case of LIBOR Portions, upon notice from the Borrower to the Administrative Agent no later than 10:00 a.m., in the case of Base Rate Portions, one Business Day prior to the date of the prepayment and, in the case of LIBOR Portions, three Business Days prior to the date of the prepayment, at any time or from time to time, voluntarily prepay any Portion of a Term Loan Borrowing and all accrued but unpaid interest thereon in part, in a minimum principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof, or in whole; provided that if such prepayment is on any day other than on the last day of the Interest Period applicable to such LIBOR Portion, the Borrower shall be subject to the payments required by Section 2.13. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any optional prepayment of the Term Loans shall be made applied as directed by the Borrower (or, in accordance with Section 2.04(dthe absence of direction from the Borrower, on a pro rata basis among the remaining scheduled Term Loan amortization payments). (iv) Any optional prepayments of any Incremental Term Loans shall be as provided in the Incremental Term Loan Amendment for such Incremental Term Loans.

Optional Prepayments. (ia) Subject to Section 2.12(c), the Borrower may, upon notice to Administrative Agent, may at any time or and from time to time voluntarily prepay any the Revolving Credit Loans or Term Loans Swing Line Loans, in whole or in part part, in the Applicable Currency without premium or penalty; penalty (except as otherwise provided that herein), upon, in the case the Revolving Credit Loans, (ix) such irrevocable written notice must be received by (except as provided below) delivered to the Administrative Agent not later than 11:00 a.m. (A) at least three (3) Business Days prior thereto, in the case of Revolving Credit Eurodollar Loans, and (y) irrevocable written notice (except as provided below) delivered to the Administrative Agent at least one Business Day prior thereto, in the case of Revolving Credit Base Rate Loans, which notice shall specify the date and amount of such prepayment and whether such prepayment is of Eurodollar Loans or Base Rate Loans; provided, that if a Eurodollar Loan is prepaid on any date day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay, in Dollars, any amounts owing pursuant to Section 2.23. No prior notice is required for the prepayment of Fixed Swing Line Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. Except as provided below, if any such notice is given, the amount specified in such notice shall be due and payable, in the Applicable Currency, on the date specified therein, together with (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) accrued interest to such date on the amount prepaid. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided, that a notice of prepayment 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 (B) one (1) Business Day by notice to the Administrative Agent on or prior to any date the specified effective date) if such condition in not satisfied. Partial prepayments of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Revolving Credit Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a an aggregate principal amount of $100,000 or a whole multiple of $25,000 50,000 in excess thereof orthereof. Partial prepayments of Swing Line Loans shall be in an aggregate principal amount of $50,000 or a whole multiple of $50,000 in excess thereof. (b) Subject to Section 2.12(c), the Borrower may at any time and from time to time prepay the Term Loan B (including the outstanding Term Loan B PIK Amount), in each casewhole or in part, if lessupon irrevocable written notice (except as provided below) delivered to the Administrative Agent, at least three Business Days prior thereto in the entire principal amount thereof then outstanding. Each such case of Eurodollar Loans and at least one Business Day prior thereto in the case of Base Rate Loans, which notice shall specify the date and amount of such prepayment, and whether such prepayment and the Type(s) is of Loans to be prepaid and, if Eurodollar Loans are or Base Rate Loans; provided (i) the Availability is not less than $25,000,000 after giving effect to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such noticeprepayment, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by Borrower, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided (ii) that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall be accompanied by all accrued interest on the amount prepaid, together with also pay in Dollars any additional amounts required owing pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be2. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) Borrower may, upon notice to Administrative Agent, The Company may at any time or and from time to time voluntarily prepay any Revolving Loans or Term Loans the Loans, in whole or in part part, without premium or penalty; provided that (i) such , upon irrevocable notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m. (A) 12:00 Noon, New York City time, three (3) Business Days prior to any date of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans orthereto, in each casethe case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in connection with a prepayment the case of the Loans in fullABR Loans, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the applicable Facility and the date and amount of such prepayment and whether the Type(s) prepayment is of Eurocurrency Loans to be or ABR Loans; provided, that if a Eurocurrency Loan is prepaid and, if Eurodollar Loans are to be prepaidon any day other than the last day of the Interest Period applicable thereto, the Interest Period(s) Company shall also pay any amounts owing pursuant to Section ‎2.15(g)2.16; provided, further, that such notice to prepay the Loans delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change of Control, in which case such Loans. notice may be revoked by the Company (by further notice to the Administrative Agent will on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a prepayment notice shall not affect the Company’s obligation to indemnify any Lender in accordance with Section 2 .15(g)2.16 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentthereof. If any such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided together with (except in the case of Loans that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all are ABR Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans Partial prepayments of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d)an integral multiple of $1,000,000 and no less than $25,000,000.

Optional Prepayments. (ia) Borrower The Company may, upon notice to the Administrative AgentAgent not later than 11:30 a.m. (New York time) on the date of such prepayment, prepay Base Rate Loans, or any Competitive Bid Loan bearing interest at the Base Rate pursuant to Section 8.02, in each case without penalty or premium, in whole at any time time, or from time to time voluntarily in part in amounts aggregating not less than $10,000,000. (b) Subject to Section 2.14, the Company may, upon at least two Business Days’ notice to the Administrative Agent, prepay any Revolving Loans or Term Loans SOFR Loans, in whole at any time, or from time to time in part without premium in amounts aggregating not less than $10,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (c) Except as provided in subsection (a) above, the Company may not prepay all or penaltyany portion of the principal amount of any Competitive Bid Loan prior to the maturity thereof; provided that (i) such notice must be received by Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to the Company may prepay all or any date of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment portion of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or any Competitive Bid Loan if such prepayment is consented to by the applicable Lenders in respect of such Competitive Bid Loan. (d) Upon receipt of a whole multiple notice of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if lessprepayment, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify shall give each Lender prompt written notice of its receipt of each such notice, the contents thereof and of the amount of such Lender▇▇▇▇▇▇’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such Loans being prepaid pursuant thereto. (e) Each notice is given delivered by Borrower, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided Company pursuant to this Section 2.09 may state that such notice may state that it is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture) or the consummation of any other events. Any prepayment of transaction, in which case such notice may be revoked by the Company (by and upon a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied written notice to the Loans of Administrative Agent on or prior to the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may bespecified effective date) if such condition is not satisfied. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) The Borrower may, upon notice to Administrative Agent, may at any time or and from time to time voluntarily prepay any Revolving the Loans or Term Loans made to it in whole or in part part, without premium or penalty; penalty on any Business Day, provided that (i) the Borrower shall have given (x) at least three Business Days' irrevocable notice to the Administrative Agent (in the case of Eurodollar Loans) or (y) same-day irrevocable notice to the Administrative Agent (in the case of ABR Loans), (ii) such notice must be received by Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any specifies the date and amount of prepayment and whether the prepayment is of Fixed Rate (x) Term Loans or Revolving Credit Loans, and if a combination thereof, the principal amount allocable to each and (By) one (1) Business Day prior to any date of prepayment of Floating Rate Eurodollar Loans, ABR Loans oror a combination thereof, and, in each casecase if a combination thereof, in connection with a the principal amount allocable to each and (iii) each prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be is in a minimum principal amount of $1,000,000 or and a whole multiple of $100,000 in excess thereof; and thereof (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each caseif the Loans outstanding are less than $1,000,000, if less, such lesser amount). Upon the entire principal amount thereof then outstanding. Each receipt of any such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentLenders thereof. If any such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon together with any amounts payable pursuant to subsection 4.12 and, in the effectiveness case of other credit facilities or other events. Any prepayment prepayments of a Eurodollar Loan shall be accompanied by all the Term Loans only, accrued interest to such date on the amount prepaid, together with any additional amounts required . Partial prepayments of (i) the Term Loans pursuant to Section 3.05. Subject to Section 2.18, each such prepayment this subsection shall be applied to the Loans respective installments of the Lenders principal thereof in accordance with the inverse order of their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. maturity and (ii) Prepayments the Revolving Credit Loans and the Letters of Swingline Loans Credit pursuant to this subsection shall be made applied, first, to payment of the Revolving Credit Loans then outstanding and, second, to cash collateralize any outstanding L/C Obligation upon terms reasonably satisfactory to the Administrative Agent. On the Business Day next succeeding the date on which a payment has caused the Aggregate Outstanding Revolving Credit with respect to all Revolving Credit Lenders to be equal to or less than the Revolving Credit Commitments then in accordance with Section 2.04(d)effect, the Administrative Agent shall return to the Borrower the cash used to cash collateralize the then outstanding L/C Obligations pursuant to the preceding sentence.

Optional Prepayments. (ia) Borrower may, upon notice to Administrative Agent, The Borrowers may at any time or and from time to time voluntarily prepay any Revolving Loans or Term Loans the Loans, in whole or in part part, in each case, without premium or penalty; provided that , upon notice, substantially in the form of Exhibit E or such other form as may be approved by the Administrative Agent (i) such including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), which notice must be received by the Administrative Agent not no later than 11:00 a.m. 2:00 p.m. (ANew York City time) three (3) Business Days prior to any date of the prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans ordate, in each casethe case of Term Benchmark Loans, and no later than 2:00 p.m. (New York City time) on the prepayment date, in connection with the case of ABR Loans; provided that if a prepayment Term Benchmark Loan is prepaid on any day other than the last day of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if lessInterest Period applicable thereto, the entire principal amount thereof then outstanding. Each Borrowers shall also pay any amounts owing pursuant to Section 2.21; provided, further, that such notice shall specify be irrevocable unless such notice of prepayment indicates that such prepayment is conditioned upon one or more conditions precedent, in which case such notice of prepayment may be revoked or automatically terminated if such conditions precedent are not satisfied and any Term Benchmark Loan that was the date and amount subject of such prepayment and notice shall be continued as an ABR Loan. Upon receipt of any such notice the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentthereof. If any such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided together with (except in the case of Revolving Loans that such notice may state that it is conditioned upon the effectiveness are ABR Loans and Swingline Loans, other than in connection with a repayment of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment Partial prepayments of Term Loans and Revolving Loans shall be applied to the Loans in an aggregate principal amount of the Lenders (x) in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof or (iiy) Prepayments in the case of Term Benchmark Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple of $10,000 in excess thereof. (b) Notwithstanding anything herein to the contrary, in the event that, on or prior to the date that is six (6) months after the Closing Date, any Borrower (x) makes any prepayment of Closing Date Term Loans with the proceeds of any Repricing Transaction described under clause (i) of the definition of Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction under clause (ii) of the definition of Repricing Transaction, the Borrower Representative shall on the date of such prepayment or amendment, as applicable, pay to each applicable Lender (I) in the case of such clause (x), 1.00% of the principal amount of the Closing Date Term Loans so prepaid and (II) in the case of such clause (y), 1.00% of the aggregate amount of the Closing Date Term Loans affected by such Repricing Transaction and outstanding on the effective date of such amendment; provided that no payment pursuant to this clause (b) shall be payable to any Lender that consents to such Repricing Transaction or otherwise participates as a Lender in the refinancing or replacement tranche of such Repricing Transaction. (c) Notwithstanding anything in any Loan Document to the contrary, so long as no Event of Default has occurred and is continuing, any Permitted Auction Purchaser may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such prepayment) (or Holdings or any of its Subsidiaries may purchase such outstanding Term Loans and immediately cancel them) on the following basis: (i) Any Permitted Auction Purchaser shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.04(d2.10(c). (1) Any Permitted Auction Purchaser may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five (5) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Permitted Auction Purchaser, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable Class, the Class or Classes of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.10(c)(ii)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by a date and time to be specified in the Specified Discount Prepayment Notice, which date shall be no earlier than the second Business Day following the date of the Specified Discount Prepayment Notice and no later than the fifth Business Day following the date of the Specified Discount Prepayment Notice (the “Specified Discount Prepayment Response Date”).

Optional Prepayments. (i) The Borrower may, upon notice delivery of a Repayment Notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans or Term Loans in whole or in part the Term Loan Principal Debt, PIK Notes and Interest Deferral Note without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. noon, New York time, (A) three (3) Business Days prior to any date of prepayment of Fixed Eurodollar Rate Loans Loans, and (B) one (1) Business Day prior to any the date of prepayment of Floating Base Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writingLoans; (ii) any prepayment of Fixed Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Floating Base Rate Loans shall be in a principal amount of $100,000 25,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are Term Loan to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, Pro Rata Share of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidFifth Amendment to Quest Resource Corporation Amended and Restated Credit Agreement thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each .” Each such prepayment shall be applied to the Loans Term Loans, PIK Notes and/or Interest Deferral Note of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may bePro Rata Share. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) Subject to the provisions of this Section 2.7 in respect of the Waivable Optional Prepayments as set forth below and Section 2.10(c), the Borrower may, upon notice to Administrative Agent, shall have the right at any time or and from time to time voluntarily to prepay any Revolving Loans or Term Loans Borrowing, in whole or in part without premium part, by giving written notice (or penalty; provided that telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) such notice must be received by Administrative Agent in the case of any prepayment of any Eurodollar Rate Borrowing, 12:00 noon (New York, New York time) not later less than 11:00 a.m. (A) three (3) Business Days prior to any date such prepayment and (ii) in the case of any prepayment of Fixed any Base Rate Loans and (B) Borrowing, not less than one (1) Business Day prior to any the date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingprepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Type(s) principal amount of Loans to be prepaid and, if Eurodollar Loans are each Borrowing or portion thereof to be prepaid; provided that any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (it being understood that the Borrower shall be required to pay any amounts required pursuant to Section 2.14 in any such event). Upon receipt of any such notice, the Interest Period(s) of such Loans. Administrative Agent will shall promptly notify each affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, Pro Rata Share of any such prepayment. If such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified thereindesignated in such notice, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.9; provided, together with any additional that (x) if a Eurodollar 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 3.05. Subject to Section 2.18, each 2.14 and (y) all such prepayment prepayments shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments of Swingline Loans shall be made accompanied by any applicable fees in accordance with Section 2.04(d2.10(b). Each partial prepayment of any Term Loan shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type pursuant to Section 2.2. Each prepayment of a Borrowing shall be applied ratably to the Term Loans comprising such Borrowing. Anything contained herein to the contrary notwithstanding, in the event Borrower elects to make a prepayment pursuant to this Section 2.7 (each such prepayment, a “Waivable Optional Prepayment”) of the Term Loans, not less than five Business Days prior to the date (the “Required Optional Prepayment Date”) on which Borrower is intending to make such Waivable Optional Prepayment, Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Backstop Commitment Lender holding an outstanding Term Loan of the amount of such Backstop Commitment Lender’s Pro Rata Share of such Waivable Optional Prepayment and such Backstop Commitment Lender’s option to refuse such amount. Each such Backstop Commitment Lender may exercise such option to waive its Pro Rata Share of the Waivable Optional Prepayment by giving written notice to Borrower and Administrative Agent of its election to do so on or before the Business Day prior to the Required Optional Prepayment Date (it being understood that any Backstop Commitment Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before the Business Day prior to the Required Optional Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Optional Prepayment Date, Borrower shall pay to Administrative Agent the amount of the Waivable Optional Prepayment, which amount shall be applied in an amount equal to that portion of the Waivable Optional Prepayment payable to those Lenders that have not elected to exercise such option to decline, to prepay the Term Loans of such Lenders, on a pro rata basis with the Borrower retaining an amount equal to that portion of the Waivable Optional Prepayment otherwise payable to those Backstop Commitment Lenders that have elected to exercise such option with respect to any prepayment pursuant to this Section 2.7 and such amounts shall only be applied in accordance with the Semi-Annual Cash Flow Forecast most recently delivered to the Administrative Agent (subject to permitted variances) in accordance with the DIP Order.

Optional Prepayments. (ia) The Borrower may, upon at least one Domestic Business Day's notice to the Administrative Agent, prepay to the Administrative Agent, for the account of the Banks, any Base Rate Borrowing in whole at any time time, or from time to time voluntarily prepay any Revolving Loans or Term Loans in whole or in part without premium in amounts aggregating One Million Dollars ($1,000,000), or penalty; provided that (i) such notice must be received by Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole an integral multiple of One Million Dollars ($100,000 in excess thereof; and (iii1,000,000) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire outstanding principal balance, by paying the principal amount thereof then outstandingto be prepaid together with accrued interest thereon to the date of prepayment. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by Borrower, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such optional prepayment shall be applied to prepay ratably the Loans of the Lenders several Banks included in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may besuch Borrowing. (iib) Prepayments Except as provided in Section 8.2, the Borrower may not prepay all or any portion of Swingline Loans the principal amount of any Euro-Dollar Loan prior to the maturity thereof unless the Borrower shall also pay any applicable expenses pursuant to Section 2.13. Any such prepayment shall be upon at least three (3) Euro-Dollar Business Days' notice to the Administrative Agent. Any notice of prepayment delivered pursuant to this Section 2.11(b) shall set forth the amount of such prepayment which is applicable to any Loan made for working capital purposes. Each such optional prepayment shall be in accordance with the amounts set forth in Section 2.04(d)2.11(a) above and shall be applied to prepay ratably the Loans of the Banks included. (c) Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly, and in any event within one (1) Domestic Business Day, notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. (d) Any amounts so prepaid pursuant to this Section 2.11 may not be reborrowed.

Optional Prepayments. (ia) Borrower The Company may, upon notice to the Administrative AgentAgent not later than 11:30 a.m. (New York time) on the date of such prepayment, prepay Base Rate Loans, or any Competitive Bid Loan bearing interest at the Base Rate pursuant to Section 8.02(a), in each case without penalty or premium, in whole at any time time, or from time to time voluntarily in part in amounts aggregating not less than $10,000,000. (b) Subject to Section 2.14, the Company may, upon at least two Business Days’ notice to the Administrative Agent, prepay any Revolving Loans or Term Loans SOFR Loans, in whole at any time, or from time to time in part without premium in amounts aggregating not less than $10,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (c) Except as provided in subsection (a) above, the Company may not prepay all or penaltyany portion of the principal amount of any Competitive Bid Loan prior to the maturity thereof; provided that (i) such notice must be received by Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to the Company may prepay all or any date of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment portion of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or any Competitive Bid Loan if such prepayment is consented to by the applicable Lenders in respect of such Competitive Bid Loan. (d) Upon receipt of a whole multiple notice of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if lessprepayment, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify shall give each Lender prompt written notice of its receipt of each such notice, the contents thereof and of the amount of such Lender▇▇▇▇▇▇’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such Loans being prepaid pursuant thereto. (e) Each notice is given delivered by Borrower, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided Company pursuant to this Section 2.09 may state that such notice may state that it is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture) or the consummation of any other events. Any prepayment of transaction, in which case such notice may be revoked by the Company (by and upon a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied written notice to the Loans of Administrative Agent on or prior to the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may bespecified effective date) if such condition is not satisfied. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent in substantially the form of Exhibit B or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case, appropriately completed and signed by a Senior Officer of the Borrower, at any time or from time to time voluntarily prepay any Revolving Loans or Term Loans in whole or in part without premium or penaltypenalty (except as provided below in Section 5.3.2(b) or in Section 3.2.3 and subject to Section 3.9); provided that (i1) such notice must be received by the Administrative Agent not later than 11:00 a.m. New York time (A) three (3) Business Days prior to any date of prepayment of Fixed Rate LIBOR Loans and (B) one (1) Business Day prior to any on the date of the prepayment of Floating Base Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writingLoans; (ii2) any prepayment of Fixed LIBOR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (4) such notice shall indicate whether the prepayment contemplated thereby is conditional. Each such notice shall specify the date and amount of such prepayment and prepayment, the Tranche of Loans to be prepaid, the Type(s) of Loans to be prepaid and, if Eurodollar LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans (except that if the Tranche of Loans to be prepaid includes both Base Rate Loans and LIBOR Loans, the applicable prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to LIBOR Loans). The Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, ratable portion of such prepaymentprepayment (based on such Lender’s ratable share of the relevant Facility). If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that unless any applicable condition to such notice may state that it is conditioned upon the effectiveness of other credit facilities or other eventsprepayment has not been satisfied. Any prepayment of a Eurodollar LIBOR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be3.9. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay ratably any Revolving Loans or Term Loans then outstanding in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (A) three (3) Business Days prior to any date of prepayment of Fixed Eurodollar Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Floating Base Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writingLoans; (ii) any prepayment of Fixed Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Floating Base Rate Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, Pro Rata Share of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, provided that a notice of prepayment delivered by the Borrower may state that such notice may state that it is conditioned upon the effectiveness consummation of other credit facilities another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or other eventsprior to the specified effective date) if such condition is not satisfied; provided, further that the Borrower shall compensate and hold harmless any Lender from any loss, cost or expense incurred by such Lender in accordance with Section 2.20 as a result of the failure to make such prepayment. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.052.20. Subject to Section 2.182.15, each such prepayment shall be allocated ratably between each Class of Loans and applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentageswithin such Class, as the case may be. (ii) Prepayments , of Swingline Loans shall be made the applicable Lenders within such Class in accordance with Section 2.04(d)their respective Pro Rata Shares.

Optional Prepayments. (i) The Borrower may, upon (x) at least one (1) Business Day’s notice to the Administrative AgentAgent (except in the case of Swingline Advances in which case advance notice is not required), prepay Floating Rate Advances or (y) at any time or from time to time voluntarily prepay any Revolving Loans or Term Loans in whole or in part without premium or penalty; provided that least (i) such notice must be received by Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Fixed Rate Loans and (B) one (1) U.S. Government Securities Business Day prior Days’ notice to any date of prepayment of Floating Rate Loans orthe Administrative Agent, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; prepay Daily SOFR Advances or (ii) two (2) U.S. Government Securities Business Days’ notice to the Administrative Agent, prepay Term SOFR Advances, which notice shall specify the date and amount of prepayment and whether the prepayment is of Revolving Credit Loans, Term Loan A Loans or Term Loan B Loans, and whether the prepayment is of Daily SOFR Advances, Term SOFR Advances, Floating Rate Advances, Swingline Advances or a combination thereof, and if a combination thereof, the amount allocable to each; provided, however, that (i) any partial prepayment of Fixed Rate Loans under this Subsection shall be in a principal an amount of not less than $1,000,000 or a whole multiple of $100,000 in excess thereofthereof and; and (iiiii) any prepayment Term SOFR Advance prepaid on any day other than a Payment Date must be accompanied by any amounts payable pursuant to Section 3.4. Upon receipt of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each any such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentthereof. If any such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required payable pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be3.4. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) Borrower ODEC may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans or Term Syndicated Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Fixed Syndicated LIBOR Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Floating Base Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writingLoans; (ii) any prepayment of Fixed Rate Syndicated Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Syndicated Loans to be prepaid and, if Eurodollar Syndicated LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by BorrowerODEC, then Borrower ODEC shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Syndicated LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.052.14. Subject to Section 2.18, each Each such prepayment shall be applied to the Syndicated Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).. 37

Optional Prepayments. (ia) Borrower may, upon notice to Administrative Agent, The Borrowers may at any time or and from time to time voluntarily prepay any Revolving Loans or Term Loans the Prime Rate Loans, in whole or in part part, without premium or penalty; provided that , subject to the provisions of 4.6. (ib) such The Borrowers, with the consent of the Agent (which in each case shall not be unreasonably withheld), may at any time and from time to time prepay the Eurodollar Loans, in whole or in part, without premium or penalty (subject to the provisions of subsections 4.7 and 4.17), upon at least three (3) Business Days' notice to the Agent (which notice must be received by Administrative the Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any 11:00 A.M., Charlotte, North Carolina time, on the date of prepayment of Fixed Rate Loans upon which such notice is due and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans or, in each case, shall be irrevocable by the Borrowers except in connection with a prepayment prepayments that are contingent on Net Proceeds to the extent of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (iicontingency) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of prepayment. Upon receipt of any such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaidnotice, the Interest Period(s) of such Loans. Administrative Agent will shall promptly notify each Lender and the Borrowers of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage consent or Applicable Term Loan Percentage, as applicable, of such prepaymentits rejection thereof. If any such notice is given by Borrowerthe Borrowers and not withdrawn or rejected prior to the date upon which such payment is made, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required payable pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may besubsection 4.17. (iic) Prepayments of Swingline Loans Partial prepayments shall be in an aggregate principal amount of $100,000 or an integral multiple thereof or in the amount of the outstanding Loans. (d) For so long as no Default or Event of Default has occurred and is continuing, the Borrowers may elect the application of prepayments to the Facilities made in accordance with Section 2.04(d)pursuant to this subsection 4.3, provided that unless the Borrowers otherwise elect, the application of prepayments under each Facility made pursuant to this subsection 4.3 shall be made, first, to Prime Rate and second, to Eurodollar Loans.

Optional Prepayments. (i) The Borrower may, upon notice shall have the right to Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans Borrowing, without premium or Term Loans penalty, in whole or in part without premium at any time and from time to time. Prepayments of Loans under this Section 5.1(a) or penalty; provided that under Section 5.1(b) shall be subject to the following conditions: (ia) such notice must be received by the Borrower shall give the Administrative Agent not later than 11:00 a.m. written notice (A) three (3) Business Days prior to any date of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter or telephonic notice as shall be approved by Administrative Agent promptly confirmed in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if lessits intent to make such prepayment, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and (in the Type(scase of LIBOR Loans) of Loans to be prepaid and, if Eurodollar Loans are the specific Borrowing(s) to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such which notice is shall be given by Borrower, then the Borrower shall make no later than 10:00 a.m. (New York time) three Business Days prior to the date of such prepayment and shall promptly be transmitted by the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant Administrative Agent to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. Lenders; (iib) Prepayments of Swingline Loans shall be each partial prepayment made in accordance with this Section 2.04(d5.1(a) shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no such partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; and (c) any prepayment of LIBOR Loans pursuant to this Section 5.1(a) or Section 5.1(b) on any day other than the last day of an LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1(a), such prepayment shall not be applied to any Loan of a Defaulting Lender.

Optional Prepayments. (ia) Borrower mayUpon notice as provided in Section 2.3, upon notice to Administrative Agentthe Company may prepay the Notes, at any time or from time to time voluntarily prepay any Revolving Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to part, at any date of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans ortime, in each casean amount not less than $1,000,000, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole an integral multiple of $100,000 in excess thereof; and (iiithereof or such lesser amount as shall constitute payment in full of the Notes, provided that a prepayment pursuant to this Section 2.2(a) any shall be made only in conjunction with the contemporaneous pro rata prepayment of Floating Rate Loans the 6.01% Notes. Each such prepayment shall be in at a price of 100% of the principal amount to be prepaid, plus interest accrued thereon to the date of $100,000 prepayment, plus the Make-Whole Amount. (b) Promptly following the day on which the Company first learns of a proposed Change of Control, the Company shall give notice thereof to the holders of the Notes, which notice shall include the estimated date (if known) on which such Change of Control may occur. In the event of a Change of Control, the Company shall immediately and in any event not later than 5 calendar days after such date, give written notice to each holder of a Note of the Change of Control, accompanied by a certificate of an authorized officer of the Company specifying the nature of the Change of Control. Such notice shall (i) contain the written, irrevocable offer of the Company to prepay, on a date specified in such notice which shall be not less than 30 or a whole multiple more than 45 calendar days after the effective date of $25,000 in excess thereof or, in each case, if lesssuch Change of Control, the entire principal amount thereof then outstandingof the Notes held by each holder at a price equal to 100% thereof, plus interest accrued thereon to the date of prepayment, (ii) state that notice of acceptance of the Company's offer to prepay under this Section 2.2(b) must be delivered to the Company not later than 10 calendar days prior to the date fixed for prepayment, and (iii) contain the information specified in clauses (iii), (iv) and (v) of the first sentence of Section 2.3. Each Upon receipt by the Company of such notice shall specify of acceptance from any holder, but subject to the date and following sentence, the aggregate principal amount of Notes held by such prepayment and holder plus the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by Borrower, then Borrower interest accrued thereon shall make such prepayment and the payment amount specified in such notice shall be become due and payable on the date day specified therein, provided that such notice may state that it is conditioned upon in the effectiveness of other credit facilities or other eventsCompany's notice. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied Not earlier than 7 calendar days prior to the Loans date fixed for prepayment, the Company shall give written notice to each holder of those holders who have given notices of acceptance of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).Company's offer and

Optional Prepayments. (iSubject to the proviso to subsection 2.04(a) and to Section 4.04, the Borrower may, from time to time, upon irrevocable notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such which notice must be received by the Administrative Agent not later than 11:00 a.m. prior to 12:00 noon Eastern time (Aa) three (3) two Business Days prior to any the date of prepayment prepayment, in the case of Fixed Eurodollar Rate Loans Loans, and (Bb) one (1) Business Day prior to any on the date of prepayment of Floating Rate Loans orprepayment, in each casethe case of Base Rate Loans, ratably prepay any Class of Loans comprising part of the same Borrowing, in connection with a prepayment of the Loans whole or in fullpart, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal an aggregate amount of $1,000,000 or a whole higher integral multiple of $100,000 500,000 (except that, (x) if any Base Rate Loans have been made pursuant to subsection 3.03(b), in excess thereof; an aggregate amount equal to the aggregate amount of such Base Rate Loans and (iiiy) any prepayment of Floating Rate a Class of Term Loans shall may be in a any amount (but not less than $5,000,000) that causes the aggregate principal amount of $100,000 or a whole all outstanding Term Loans of such Class to be an integral multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding1,000,000). Each such Such notice of prepayment shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each any such notice, notice and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, Pro Rata Share of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon together with, in the effectiveness case of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all Rate Loans, accrued interest to such date on the amount prepaid, together with prepaid and any additional amounts required pursuant to Section 3.054.04. Subject to the foregoing terms, amounts prepaid under this Section 2.182.06 shall be applied as the Borrower may elect; provided that if the Borrower shall fail to specify its elected application with respect to any voluntary prepayment, such voluntary prepayment shall be applied first to the Revolving Loans (without a corresponding reduction in the Revolving Loan Commitment), second to the Five-Year Term Loan (in direct order of remaining amortization installments) and third to the Ten-Year Term Loan (in direct order of remaining amortization installments), and, in each case, first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. Each such prepayment shall be applied to the Loans of the Appropriate Lenders in accordance with their respective Applicable applicable Pro Rata Share. In the event that the Revolving Percentages or Applicable Term Credit Exposure exceeds the aggregate Revolving Loan PercentagesCommitments at any time (for example, because the issuance of a Letter of Credit by an Issuing Lender on the same date that a new Revolving Loan is funded inadvertently causes the Revolving Credit Exposure to exceed the aggregate Revolving Loan Commitments as of such date), the case may beBorrower shall prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount necessary to eliminate such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06 unless after giving effect to any concurrent prepayment of Revolving Loans, the Revolving Credit Exposure exceeds the Aggregate Revolving Loan Commitments then in effect. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans or Term Loans in whole or in part (i) at any time prior to the first anniversary of the Amendment and Restatement Effective Date; provided, that if the Borrower (x) makes any prepayment of Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Loans being prepaid (plus all accrued and unpaid interest and breakage costs, if any, payable pursuant to Section 3.05) and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Loans outstanding immediately prior to such amendment and (ii) thereafter at any time without premium or penaltypenalty (other than breakage costs, if any, payable pursuant to Section 3.05); provided provided, that (iA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (ANew York time) (1) three (3) Business Days prior to any date of prepayment of Fixed Eurodollar Rate Loans and (B2) one (1) Business Day prior to any the date of prepayment of Floating Base Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writingLoans; (iiB) any prepayment of Fixed Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iiiC) any prepayment of Floating Base Rate Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Facility to which such prepayment shall apply and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender and each Lender Counterparty of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Loans pursuant to this Section 2.182.03(a) shall be applied to the remaining scheduled principal repayment installments of the Loan on a pro-rata basis, and each such prepayment shall be applied paid to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as in respect of the case may beFacility. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (ia) The Borrower may, upon notice to Administrative Agent, shall have the right at any time or and from time to time voluntarily to prepay any Revolving Loans or Term Loans the Borrowing, in whole or in part without premium part, by giving written notice (or penalty; provided that (itelephonic notice promptly confirmed in writing) such notice must be received by to the Administrative Agent not no later than 11:00 a.m. in the case of any prepayment, 12:00 p.m. noon (ANew York, New York time) three not less than five (35) Business Days prior to any date of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingprepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Type(s) principal amount of Loans to be prepaid and, if Eurodollar Loans are the Term Loan or any portion thereof to be prepaid; provided that any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (it being understood that the Borrower shall be required to pay any amounts required pursuant to Section 2.14 in any such event). Upon receipt of any such notice, the Interest Period(s) of such Loans. Administrative Agent will shall promptly notify each affected Lender of its receipt of each such notice, and the Security Agent of the amount contents thereof and of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, Pro Rata Share of any such prepayment. If such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified thereindesignated in such notice, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.9; provided, together with any additional that if the Borrowing (or part thereof) is prepaid on a date other than the last day of an Interest Period, the Borrower shall also pay all amounts required pursuant to Section 3.052.14. Subject The aggregate principal amount of each partial prepayment of the Borrowing shall be an integral multiple of $1,000,000. (b) Any prepayment made pursuant to subsection (a) of this Section 2.18, each such prepayment 2.7 shall be applied to reduce the Loans subsequent scheduled payments of the Borrowing to be made pursuant to Section 2.5(a) on a pro rata basis. (c) In connection with any such optional prepayment of the Borrowing in whole or in part pursuant to this Section 2.7, the Borrower agrees to pay to the Lenders (in accordance with the aggregate to be divided between them on the basis of their respective Applicable Revolving Percentages Pro Rata Share) a prepayment fee in an amount equal to the following: (i) if the applicable prepayment for the Borrowing (or Applicable Term Loan Percentagesportion thereof) occurs no later than twelve (12) months after the Funding Date, as 2.0% of the case may be.aggregate principal amount of such prepayment; (ii) Prepayments if the applicable prepayment for the Borrowing (or portion thereof) occurs more than twelve (12) months, but no later than 24 months, after the Funding Date, 1.5% of Swingline Loans shall be made in accordance with Section 2.04(d)the aggregate principal amount of such prepayment; (iii) if the applicable prepayment for the Borrowing (or portion thereof) occurs more than 24 months, but no later than 36 months, after the Funding Date, 1.0% of the aggregate principal amount of such prepayment; and (iv) if the applicable prepayment for the Borrowing (or portion thereof) occurs more than 36 months, but no later than 48 months, after the Funding Date, 0.5% of the aggregate principal amount of such prepayment. (d) For the avoidance of doubt, no prepayment fee is payable if the applicable prepayment for the Borrowing (or portion thereof) occurs more than 48 months after the Funding Date.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans or Term Loans in whole or in part Committed Loans without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 10:00 a.m., New York, New York time, (A) three (3) Business Days prior to any date of prepayment of Fixed Eurodollar Rate Loans Loans, and (B) one (1) Business Day prior to any the date of prepayment of Floating Base Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writingCommitted Loans; (ii) any prepayment of Fixed Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iii) any prepayment of Floating Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid andprepaid. Such prepayments shall be applied to either the Revolver Facility or the Committed Term Loans as the Borrower shall direct; provided that if no such direction is given, if Eurodollar such prepayments shall be applied first to the Committed Term Loans are and then to be prepaid, the Interest Period(s) of such LoansRevolver Facility. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, Pro Rata Share of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan PercentagesPro Rata Shares. Prepayments under the Revolver Facility provided for in this Section 2.04(a) shall be applied as follows: (x) first, as a payment of all L/C Borrowings then outstanding, until paid in full, (y) second, as a repayment of all Swing Line Loans then outstanding, until paid in full, and (z) third, as the case Borrower may be. (ii) direct. Prepayments of Swingline Committed Term Loans pursuant to this Section 2.04(a) shall not reduce the payments due pursuant to Sections 2.04(b) or 2.06(a). Unless a Default or Event of Default has occurred and is continuing or would arise as a result thereof, any payment or prepayment of Revolver Loans may be made in accordance with Section 2.04(d)reborrowed by the Borrower, subject to the terms and conditions hereof. Prepayments under the Term Loan Facility may not be reborrowed by the Borrower.

Optional Prepayments. (ia) Borrower Subject to Section 4.05, the Company may, upon notice to Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such time, upon irrevocable notice must be received by to the Administrative Agent Agent, not later less than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Fixed for Offshore Rate Loans and (B) one (1) Business Day prior for Base Rate Loans, ratably as to any date of prepayment of Floating Rate each Lender, prepay Revolving Loans orin whole or in part, in each case, in connection with a prepayment minimum amounts of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) $2,000,000 or any prepayment of Fixed Rate Loans shall be in a principal amount multiple of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any . Such notice of prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Interest Rate Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each any such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, 's Pro Rata Share of such prepayment. If such notice is given by Borrowerthe Company, then Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all together with accrued interest to each such date on the amount prepaid, together with prepaid and any additional amounts required pursuant to Section 3.05. Subject 4.05. (b) The Company may, upon notice to Section 2.18the Swing Line Lender (with a copy to the Administrative Agent), each at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon (Dallas, Texas time) on the date of the prepayment, and (ii) any such prepayment shall be applied to in a minimum principal amount of $100,000. Each such notice shall specify the Loans date and amount of such prepayment. If such notice is given by the Lenders Company, the Company shall make such prepayment and the payment amount specified in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments of Swingline Loans such notice shall be made in accordance with Section 2.04(d)due and payable on the date specified therein.

Optional Prepayments. (ia) Each Borrower may, upon notice to Administrative Agent, may at any time or and from time to time voluntarily prepay any Revolving the Loans or Term Loans made to it (other than (x) the Swing Line Loans, as to which the provisions of subsection 10.3(b) shall apply and (y) the European Overdraft Loans, as to which the provisions of subsection 9.3 shall apply), in whole or in part part, without premium or penalty; provided that , upon at least three Business Days' (ior, in the case of prepayments of ABR Loans, same day's) such irrevocable notice to the Administrative Agent (which notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any (x) in the case of Loans denominated in Dollars, 11:00 A.M., New York City time, and (y) in the case of Loans denominated in Optional Currencies, 11:00 A.M., London time, on the date of upon which such notice is due), specifying whether such prepayment of Fixed Rate is to be applied to the Tranche A Loans, the Tranche B Loans, the Revolving Credit Loans or the European Revolving Loans (and, if European Revolving Loans, whether such Loans are Syndicated European Loans or Local European Loans and (Bthe currency in which such Loans are denominated) one (1) Business Day prior to any date of prepayment of Floating Rate Loans orhereunder and, in each caseany event, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the Type(s) prepayment is of Eurocurrency Loans, ABR Loans to be prepaid or a combination thereof, and, if Eurodollar Loans are to be prepaidof a combination thereof, the Interest Period(s) amount allocable to each. Upon receipt of any such Loans. notice, the Administrative Agent will shall promptly notify each affected Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentthereof. If any such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon together with any amounts payable pursuant to subsection 10.15 and, except in the effectiveness case of other credit facilities or other events. Any prepayment prepayments of a Eurodollar Loan shall be accompanied by all Revolving Credit Loans which are ABR Loans, accrued interest to such date on the amount prepaid. Partial prepayments shall be (i) in the case of Loans denominated in Dollars, together with in an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof, (ii) in the case of Syndicated European Loans denominated in any additional amounts required pursuant Optional Currency, in an aggregate principal amount equal to Section 3.05an integral multiple of 100,000 units of such Optional Currency and equal to or greater than the Local Equivalent of $2,000,000 and (iii) in the case of Local European Loans denominated in any Optional Currency, in an aggregate principal amount equal to an integral multiple of 50,000 units of such Optional Currency and equal to or greater than the Local Equivalent of $100,000. Subject to Section 2.18, each such prepayment Partial prepayments of the Tranche A Loans and the Tranche B Loans shall be applied ratably to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may beremaining installments thereof. (iib) Prepayments The Company may at any time and from time to time prepay, in whole or in part and without premium or penalty, any Swing Line Loans then owing by it on any Business Day; PROVIDED that the Company has given irrevocable notice to the Administrative Agent not later than 1:00 P.M., New York City time, on the date of Swingline such prepayment. Partial prepayments of Swing Line Loans shall be made in accordance with Section 2.04(d)a minimum amount of $1,000,000 or a multiple of $100,000 in excess thereof.

Optional Prepayments. (i) Borrower Subject to Section 4.04, the Company may, upon notice to Administrative Agent, at any time or from time to time voluntarily time, upon not less than three Business Days' irrevocable notice (in the case of Offshore Rate Loans) or one Business Day's irrevocable notice (in the case of Base Rate Loans) to the Agent, ratably prepay any Revolving Loans in whole or in part, in minimum amounts of $2,000,000 (in the case of Offshore Rate Loans) or $1,000,000 (in the case of Base Rate Loans) or in each case any multiple of $1,000,000 in excess thereof and ratably prepay Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans orpart, in each case, in connection with a prepayment minimum amounts of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) $2,000,000 or any prepayment of Fixed Rate Loans shall be in a principal amount multiple of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) provided that the Company may not prepay any Term Loans under this Section 2.06 unless after giving effect to such prepayment no Default or Event of Floating Rate Loans shall be in Default then exists or would occur as a principal amount result of $100,000 or a whole multiple such prepayment. Such notice of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice prepayment shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative The Agent will promptly notify each Lender of its receipt of each any such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, 's Pro Rata Share of such prepayment. If such notice is given by Borrowerthe Company, then Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all together with accrued interest to each such date on the amount prepaid, together with prepaid and any additional amounts required pursuant to Section 3.054.04. Subject Optional prepayments of Term Loans made prior to Section 2.18, each such prepayment the Draw Period Termination Date shall be applied to reduce the Loans outstanding principal amount of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as Loans. Optional prepayments of Term Loans made after the case may be. (ii) Prepayments of Swingline Loans Draw Period Termination Date shall be made applied to reduce the installments of principal set forth in accordance with Section 2.04(d)2.08(a) (as such installments may have been previously reduced) on a pro rata basis.

Optional Prepayments. (i) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans or Term the Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. four (A) three (34) Business Days prior to any date of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 £5,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 £1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Commitment Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by Borrower, then The Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereintherein (unless such notice expressly conditions such prepayment upon consummation of a refinancing transaction, provided that disposition or other transaction which is contemplated to result in prepayment of the Loans, in which event such notice may state that it is be revocable or conditioned upon the effectiveness of other credit facilities or other eventssuch consummation). Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.053.12. Subject to Section 2.183.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Commitment Percentages, as the case may be. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) Either Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily terminate Commitments, in whole or in part, prepay any Revolving Loans or Term Loans in whole or in part without premium or penaltypenalty (except as set forth below); provided that (iA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Fixed Eurodollar Rate Loans and (B2) one (1) Business Day prior to any on the date of prepayment of Floating Base Rate Loans orLoans, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (iiB) any prepayment of Fixed Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; , and (iiiC) any prepayment of Floating Base Rate Loans shall be in a principal amount of $100,000 250,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by a Borrower, then the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Term Loans pursuant to this Section 2.182.05(a) shall be applied to the installments thereof as directed by such Borrower (it being understood and agreed that if such Borrower does not so direct at the time of such prepayment, each such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Loans of the Lenders Lenders, subject to Section 2.16, in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments [Reserved]. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may, subject to Section 3.05, rescind any notice of Swingline Loans prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing in full of the Facility, which refinancing shall not be made in accordance with Section 2.04(d)consummated or shall otherwise be delayed.

Optional Prepayments. (ia) Borrower Subject to Section 3.4, the Company may, upon notice to Administrative Agent, at any time or from time to time voluntarily time, subject to the concurrent payment of the Premium: (i) prepay any Revolving Base Rate Loans or Term Loans upon irrevocable notice to the Administrative Agent not fewer than one (1) Business Day prior to such prepayment, ratably as to each Lender, in whole or in part without premium part, in aggregate minimum principal amounts of $100,000 or penalty; provided that integral multiples thereof (iunless the Effective Amount is less than $100,000, in which case such prepayments shall be equal to the aggregate unpaid principal amount of the Loans) plus all interest and expenses then outstanding on such Base Rate Loans, and (ii) prepay LIBO Rate Loans upon irrevocable notice must be received by to the Administrative Agent not later fewer than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior such prepayment, ratably as to any date of prepayment of Floating Rate Loans oreach Lender, in each casewhole or in part, in connection with a prepayment aggregate minimum principal amounts of $500,000 or integral multiples thereof (unless the Loans Effective Amount is less than $500,000, in full, upon which case such shorter notice as prepayments shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a equal to the aggregate unpaid principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; the Loans), plus all interest and (iii) any prepayment of Floating expenses then outstanding on such LIBO Rate Loans Loans. Notwithstanding the forgoing, no payment shall be made pursuant to this Section 2.4 if (x) after giving effect to such payment, such payment would cause the Utilization Percentage to exceed 75% or (y) an Event of Default (as defined in a principal amount the First Lien Credit Agreement) has occurred and is continuing under the First Lien Credit Agreement. Such notice of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice prepayment shall specify the date and amount of such prepayment and the Interest Rate Type(s) of Loans to be prepaid andprepaid. Notwithstanding anything to the contrary set forth in this Section 2.4, any notice of prepayment delivered by the Company may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Company if Eurodollar Loans are such condition is not satisfied, but subject to be prepaid, the Interest Period(s) Company's reimbursement obligations pursuant to Section 3.4 with respect to any funding losses incurred by any Lender as a result of such Loansrevocation. The Administrative Agent will promptly notify each Lender of its receipt of each any such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, 's Pro Rata Share of such prepayment. If such notice is given by Borrower, then Borrower shall make such prepayment and the The payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all together with accrued interest to each such date on the amount prepaid, together with the applicable Premium, and any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be3.4. (iib) Prepayments of Swingline Loans For purposes hereof, the "Premium" shall be made in accordance with Section 2.04(d).a cash amount equal to the percentages of principal amount of the Loans being prepaid set forth below: If prepaid after the Restatement Effective Date, but prior to the first anniversary of the Restatement Effective Date 1.0% If prepaid on or after the first anniversary of the Restatement Effective Date 0.0%

Optional Prepayments. (ia) Each Borrower may, upon notice to Administrative Agent, may at any time or and from time to time voluntarily prepay any Revolving the Loans or Term Loans made to it (other than (x) the Swing Line Loans, as to which the provisions of subsection 7.3(b) shall apply and (y) the European Overdraft Loans, as to which the provisions of subsection 6.3 shall apply), in whole or in part part, without premium or penalty; provided that , upon at least three Business Days' (ior, in the case of prepayments of ABR Loans, same day's) such irrevocable notice to the Administrative Agent (which notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date (x) in the case of prepayment of Fixed Rate Loans denominated in Dollars, 11:00 A.M., New York City time, and (By) one (1) Business Day prior in the case of Loans denominated in Optional Currencies, 11:00 A.M., London time, on the date upon which such notice is due), specifying whether such prepayment is to any date of prepayment of Floating Rate be applied to the Revolving Credit Loans oror the other Loans hereunder and, in each caseany event, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the Type(s) prepayment is of Eurocurrency Loans, ABR Loans to be prepaid or a combination thereof, and, if Eurodollar Loans are to be prepaidof a combination thereof, the Interest Period(s) amount allocable to each. Upon receipt of any such Loans. notice, the Administrative Agent will shall promptly notify each affected Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentthereof. If any such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon together with any amounts payable pursuant to subsection 7.15 and, except in the effectiveness case of other credit facilities or other events. Any prepayment prepayments of a Eurodollar Loan shall be accompanied by all Revolving Credit Loans which are ABR Loans, accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment Partial prepayments shall be applied to the Loans of the Lenders (i) in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may beof Loans denominated in Dollars, in an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof, (ii) in the case of Syndicated European Loans denominated in any Optional Currency, in an aggregate principal amount equal to an integral multiple of 100,000 units of such Optional Currency and equal to or greater than the Local Equivalent of $2,000,000 and (iii) in the case of Local European Loans denominated in any Optional Currency, in an aggregate principalamount equal to an integral multiple of 50,000 units of such Optional Currency and equal to or greater than the Local Equivalent of $100,000. (iib) Prepayments The Company may at any time and from time to time prepay, in whole or in part and without premium or penalty, any Swing Line Loans then owing by it on any Business Day; PROVIDED that the Company has given irrevocable notice to the Administrative Agent not later than 1:00 P.M., New York City time, on the date of Swingline Loans shall be made in accordance with Section 2.04(d)such prepayment.

Optional Prepayments. (i) The Borrower may, upon notice to Administrative Agent, may at any time or and from time to time voluntarily prepay any Revolving Loans or Term Loans the Loans, in whole or in part part, without premium or penalty; penalty (except as otherwise provided that (i) such herein), upon notice must be received by delivered to the Administrative Agent not later than 11:00 a.m. (A) at least three (3) Business Days prior to any date thereto in the case of prepayment of Fixed Rate Eurodollar Loans and (B) at least one (1) Business Day prior to any date thereto in the case of prepayment of Floating Base Rate Loans orLoans, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment, whether such prepayment is of Tranche D Term Loans or Revolving Credit Loans, and the Type(s) whether such prepayment is of Loans to be prepaid and, if Eurodollar Loans are to be prepaidor Base Rate Loans; provided, that (i) if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Interest Period(sBorrower shall also pay any amounts owing pursuant to Section 2.21 and (ii) no prior notice is required for the prepayment of such Swing Line Loans. Any notice of prepayment given pursuant to this Section shall be irrevocable, provided, that such notice may state that it is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent will shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentthereof. If any such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided together with (except in the case of Revolving Credit Loans that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all are Base Rate Loans and Swing Line Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Partial prepayments of Tranche D Term Loans of the Lenders in accordance with their respective Applicable and Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments of Swingline Credit Loans shall be made in accordance with Section 2.04(d)an aggregate principal amount of $500,000 or a multiple of $50,000 in excess thereof. Partial prepayments of Swing Line Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

Optional Prepayments. (a) Subject to Section 10.4, the Borrower may, (i) Borrower mayat any time, upon notice to Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by Administrative Agent not later than 11:00 a.m. (A) least three (3) Business Days prior Days' written notice to any date of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans orthe Agent, in each case, in connection with a prepayment of prepay the Loans in full, upon such shorter notice as shall be approved by Administrative Agent full or prepay the Loans in writing; part in an amount of not less than $500,000 and (ii) at any time prepay the Loans in amounts less than $500,000 but greater than or equal to $100,000, without notice. Optional prepayment in amounts less than $100,000 shall not be permitted. (b) The notice of any prepayment of Fixed Rate Loans shall not thereafter be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, revocable by the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment Borrower and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, thereof and of the amount of such Lender’s Applicable Revolving 's Commitment Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by Borrower, then Borrower shall make such prepayment and the The payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all together with (i) accrued interest to such date on the amount prepaid, together with and (ii) any additional amounts required to be paid in connection therewith pursuant to Section 3.05. Subject to Section 2.18, each such prepayment 10.4. (c) Amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining; provided, however, that if the amount of Base Rate Loans then outstanding is not sufficient to satisfy the entire prepayment requirement and if no Default or Event of Default has occurred and is then continuing, the Borrower may, at its option, place any amounts which it would otherwise be used to prepay LIBOR Rate Loans on a day other than the last day of the Interest Period(s) therefor in an interest-bearing account pledged to the Loans Agent for the benefit of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as until the case may beend of such Interest Period(s) at which time such pledged amounts will be applied to prepay such LIBOR Rate Loans. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) Borrower Subject to Section 4.04, the Company may, upon notice to Administrative Agent, at any time or from time to time voluntarily time, upon not less than three Business Days' irrevocable notice (in the case of LIBOR Rate Loans) or one Business Day's irrevocable notice (in the case of Base Rate Loans) to the Agent, ratably prepay any Revolving Loans in whole or in part, in minimum amounts of $1,500,000 (in the case of LIBOR Rate Loans) or $1,500,000 (in the case of Base Rate Loans) or in each case any multiple of $1,000,000 in excess thereof and ratably prepay Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans orpart, in each case, in connection with a prepayment minimum amounts of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) $1,500,000 or any prepayment of Fixed Rate Loans shall be in a principal amount multiple of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) , provided that the Company may not prepay any Term Loans under this Section 2.06 unless after giving effect to such prepayment of Floating Rate the Company would be able to obtain Revolving Loans shall be in a principal the amount of at least $100,000 5,000,000 and no Default or Event of Default then exists or would occur as a whole multiple result of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such Such notice of prepayment shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative The Agent will promptly notify each Lender of its receipt of each any such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, 's Pro Rata Share of such prepayment. If such notice is given by Borrowerthe Company, then Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all together with accrued interest to each such date on the amount prepaid, together with prepaid and any additional amounts required pursuant to Section 3.054.04. Subject to Section 2.18, each such prepayment Optional prepayments of Term Loans shall be applied to reduce the installments of principal set forth in Section 2.07 (as such installments may have been previously reduced) in inverse order of maturity. The Company may at any time or from time to time prepay the Swing Line Loans in minimum amounts of $500,000 or any multiple of $100,000 in excess thereof upon notice to the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as Agent given no later than 11:00 a.m. San Francisco time on the case may bedate of such prepayment. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) Borrower may, upon notice to Administrative Agent, The Company may at any time or and from time to time voluntarily prepay any Revolving Loans or Term Loans Loans, in whole or in part without premium or penalty; provided that (i) such notice must be received by Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in fullpart, upon such shorter at least one Business Day’s irrevocable notice as shall be approved by to the Administrative Agent in writing; (ii) any prepayment the case of Fixed Rate ABR Loans shall be and two Business Days’ irrevocable notice to the Administrative Agent in a principal amount the case of $1,000,000 or a whole multiple of $100,000 in excess thereof; Eurodollar Loans and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and prepayment; provided that Eurodollar Loans prepaid on other than the Type(s) last day of Loans to any Interest Period with respect thereto shall be prepaid and, if Eurodollar Loans are subject to be prepaid, the Interest Period(s) provisions of Section 5.21. Upon receipt of such Loans. notice the Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentthereof. If such notice is given by Borrowergiven, then Borrower the Company shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued Accrued interest on the amount prepaid, together with of any additional amounts required Loans paid in full pursuant to this Section 3.055.5 shall be paid on the date of such prepayment. Subject to Section 2.18, each such Accrued interest on the amount of any partial prepayment shall be applied paid on the Interest Payment Date next succeeding the date of such partial prepayment. Partial prepayments shall be in an aggregate principal amount equal to the Loans lesser of (A) $1,000,000 or a whole multiple of $500,000 in excess thereof and (B) the aggregate unpaid principal amount of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentagesapplicable Loans, as the case may be. (ii) Prepayments . Any amount prepaid on account of Swingline Term Loans may not be reborrowed. Partial prepayments of the Tranche B Term Loans pursuant to this Section 5.5 shall be made applied at the direction of the Company or, failing such direction, as set forth in accordance with Section 2.04(d)section 5.6. Upon any optional prepayment of the Term Loans prior to the first anniversary of the Closing Date, the Company shall on the date of such prepayment pay to the Term Lenders a prepayment premium equal to 1.00% of the principal amount of the Term Loans so prepaid.

Optional Prepayments. (ia) The Borrower may, upon notice to Administrative Agent, may at any time upon at least two (2) Business Days’ (or from time such shorter period as is acceptable to time voluntarily Agent) prior written notice by the Borrower to Agent, prepay any Revolving Loans or Term the Loans in whole or in part without premium in an amount greater than or penalty; provided that equal to $100,000 (i) such notice must be received by Administrative Agent not later other than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Fixed Rate Revolving Loans and (B) one (1) Business Day Swing Loans for which prior to any date of prepayment of Floating Rate Loans orwritten notice is not required and for which no minimum shall apply), in each caseinstance, without penalty or premium except as provided in connection with a prepayment Section 10.4. Optional partial prepayments of the Loans in full, upon such shorter notice as Term Loan shall be approved applied in the manner and to the remaining installments directed by Administrative Agent the Borrower. Optional partial prepayments of the Term Loan in writing; amounts less than $100,000 shall not be permitted. (iib) The notice of any prepayment of Fixed Rate Loans shall not thereafter be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; revocable by the Borrower and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, thereof and of the amount of such Lender’s Applicable Revolving Commitment Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by Borrower, then Borrower shall make such prepayment and the The payment amount specified in such notice shall be due and payable on the date specified therein. Together with each prepayment under this Section 1.7, provided the Borrower shall pay any amounts required pursuant to Section 10.4. Notwithstanding the foregoing, a notice of prepayment in full that states that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall transactions may be accompanied by all accrued interest revoked on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each effective date (or such prepayment shall in full may be applied extended by the Borrower by notice to Agent on or prior to the Loans specified effective date) if such condition is not satisfied; provided that the provisions of the Lenders in accordance Section 10.4 shall apply with their respective Applicable Revolving Percentages respect to any such revocation or Applicable Term Loan Percentages, as the case may beextension. (iic) Prepayments of Swingline Loans The Borrower shall be made have the right from time to time to permanently reduce any unused portion of, or terminate in accordance with Section 2.04(d)its entirety, the Revolving Loan Commitment upon at least three (3) Business Days’ notice to Agent.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay ratably any Revolving Loans or Term Loans then outstanding in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (A) three (3) Business Days prior to any date of prepayment of Fixed Eurodollar Rate Loans and (B) one (1) Business Day prior to any on the date of prepayment of Floating Base Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writingLoans; (ii) any prepayment of Fixed Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Floating Base Rate Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, Pro Rata Share of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, provided that a notice of prepayment delivered by the Borrower may state that such notice may state that it is conditioned upon the effectiveness consummation of other credit facilities another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or other eventsprior to the specified effective date) if such condition is not satisfied; provided, further that the Borrower shall compensate and hold harmless any Lender from any loss, cost or expense incurred by such Lender in accordance with Section 3.05 as a result of the failure to make such prepayment. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.182.15, each such prepayment shall be allocated ratably between each Class of Loans and applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentageswithin such Class, as the case may be. (ii) Prepayments , of Swingline Loans shall be made the applicable Lenders within such Class in accordance with Section 2.04(d)their respective Pro Rata Shares.

Optional Prepayments. (ia) The Borrower may, upon at least one (1) Business Day’s notice to the Administrative Agent, prepay any Group of Base Rate Loans pursuant to Section 8.1, in whole at any time time, or from time to time voluntarily in part in amounts aggregating One Million Dollars ($1,000,000) or more, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Group or Borrowing. (b) The Borrower may, upon at least three (3) Euro-Dollar Business Days’ notice to the Administrative Agent, pay all or any Revolving portion of any Euro-Dollar Loan as of the last day of the Interest Period applicable thereto. Except as provided in Article 8 and except with respect to any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or 8.4 hereof, the Borrower may not prepay all or any portion of the principal amount of any Euro-Dollar Loan prior to the end of the Interest Period applicable thereto unless the Borrower shall also pay any applicable expenses pursuant to Section 2.14. Any such prepayment shall be given on or prior to the third (3rd) Euro-Dollar Business Day prior to, but excluding, the date of prepayment to the Administrative Agent. Each such optional prepayment shall be in the amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans of the Banks included in any Group of Euro-Dollar Loans, except that any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or Term 8.4 hereof may be prepaid without ratable payment of the other Loans in whole such Group of Loans which have not been so converted. (c) The Borrower may at any time and from time to time cancel all or in any part without premium or penalty; provided that (i) such notice must be received of the Commitments by the delivery to the Administrative Agent not later than 11:00 a.m. of a notice of cancellation within the applicable time periods set forth in Sections 2.11(a) and (Ab) if there are Loans then outstanding or, if there are no Loans outstanding at such time as to which the Commitments with respect thereto are being canceled, upon at least three (3) Business Days prior Day’s notice to any date of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans orthe Administrative Agent, whereupon, in each caseeither event, in connection with a prepayment all or such portion of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan PercentageCommitments, as applicable, of such prepayment. If such notice is given by Borrowershall terminate as to the applicable Banks, then Borrower shall make such prepayment and pro rata on the payment amount specified date set forth in such notice of cancellation, and, if there are any Loans then outstanding, Borrower shall be due prepay, as applicable, all or such portion of Loans outstanding on such date in accordance with the requirements of Section 2.11(a) and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. (b). (d) Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required so prepaid pursuant to Section 3.052.11 (a) or (b) may not be reborrowed. Subject In the event Borrower elects to cancel all or any portion of the Commitments pursuant to Section 2.182.11(c) hereof, each such prepayment shall amounts may not be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may bereborrowed. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) Each Borrower may, upon notice to Administrative Agent, shall have the privilege of prepaying any Base Rate Loans or Swingline Loans without premium or penalty at any time in whole or at any time and from time to time voluntarily prepay in part (but, if in part, then in an amount which is equal to or greater than $1,000,000); provided, however, that the Company shall have given notice of such prepayment to the Administrative Agent no later than 12:00 P.M. on the date of such prepayment. Each Borrower shall have the privilege of prepaying any Revolving Adjusted LIBOR Loans (a) without premium or Term Loans penalty in whole or in part (but, if in part, then in an amount which is equal to or greater than the Dollar Equivalent of $5,000,000 and in an integral multiple of the Borrowing Multiple or such smaller amount as needed to prepay a particular Borrowing in full) only on the last Business Day of an Interest Period for such Loan, and (b) at any other time without premium or penaltypenalty except for the breakage fees and funding losses that are required to be paid pursuant to Section 2.11; provided provided, however, that (i) the Company shall have given notice of such notice must be received by prepayment to the Administrative Agent not no later than 11:00 a.m. (A) 12:00 P.M. at least three (3) Business Days prior to any date of prepayment of Fixed Rate Loans and (B) one (1) before the last Business Day prior to any of such Interest Period or the proposed prepayment date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon (or such shorter notice period as shall may be approved agreed by the Administrative Agent in writingits sole discretion); (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof orprovided, in each casefurther, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by Borrower, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is be conditioned upon the effectiveness of other credit facilities or other events. Any prepayment the closing of a Eurodollar Loan one or more securities offerings, in which case such notice shall be accompanied deemed rescinded if such condition shall fail to be satisfied by all accrued interest on the amount prepaidproposed effective date of such prepayment and; provided, together with further, that upon any additional amounts such rescission such Borrower shall be liable for any breakage fees and funding losses that are required to be paid pursuant to Section 3.052.11. Subject Any such prepayments shall be made by the payment of the principal amount to Section 2.18, each be prepaid and accrued and unpaid interest thereon to the date of such prepayment prepayment. Optional prepayments shall be applied to the Loans of Obligations then outstanding in the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as order specified by the case may beCompany. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans or Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penaltypenalty (except as set forth below); provided that (iA) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Fixed Eurodollar Rate Loans and (B2) one (1) Business Day prior to any on the date of prepayment of Floating Base Rate Loans orLoans, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (iiB) any prepayment of Fixed Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; , and (iiiC) any prepayment of Floating Base Rate Loans shall be in a principal amount of $100,000 250,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).to

Optional Prepayments. (ia) Borrower may, upon notice The Partnership may on the last day of the relevant Interest Period if the Loans to Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans or Term Loans be prepaid are in whole or in part Eurodollar Loans, or at any time and from time to time if the Loans to be prepaid are Alternate Base Rate Loans, prepay the Term Loans, in whole or in part, without premium or penalty; provided that (i) such notice must be received by Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter at least four Business Days' irrevocable notice as shall be approved by Administrative to the Agent in writing; specifying (iix) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, (y) whether the prepayment and the Type(s) is of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such noticeor Alternate Base Rate Loans or a combination thereof, and if of a combination thereof, the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentprepayment allocable to each. If such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all together with accrued interest to such date on the amount prepaid. Promptly upon receipt of any notice referred to above, together with any additional amounts required pursuant to Section 3.05the Agent shall inform each Bank. Subject to Section 2.18Except as provided in subsection 4.2(b) hereof, each such prepayment partial prepayments of the Term Loans shall be applied to installments of principal thereof in the Loans inverse order of maturity. Partial prepayments shall be in an aggregate principal amount of $100,000, or a whole multiple thereof, and may only be made if, after giving effect thereto, subsection 3.3 shall not have been contravened; provided, however, there shall be no limit on the amount of the Lenders prepayment occurring upon the execution of this Agreement as a result of ▇▇▇▇▇▇, in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentagesits prior capacity as a Bank under the Existing Credit Agreement, as contributing $129,589.63 to the case may bePartnership through AHC, representing its portion of the principal payment made by the Partnership on March 30, 1995 and the Partnership making a prepayment of such amount to the Banks. (iib) Prepayments The Partnership may at any time and from time to time, prepay any accrued and unpaid interest on the Term Loans, in whole or in part, without premium or penalty, upon at least four Business Days' irrevocable notice to the Agent specifying the date and amount of Swingline Loans prepayment. If such notice is given, the payment amount specified therein shall be made in accordance with Section 2.04(d)due and payable on the date specified therein. Promptly upon receipt of such notice the Agent shall inform each Bank.

Optional Prepayments. (i) The Borrower may, upon notice to Administrative Agent, may at any time or and from time to time voluntarily prepay any Revolving Credit Loans or Term Loans and Swingline Loans, in whole or in part without premium or penalty; provided that part, with prior written notice to the Administrative Agent substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 1:00 p.m. (i) such notice must be received by Administrative Agent not later than 11:00 a.m. on the same Business Day as prepayment of each Base Rate Loan and each Swingline Loan, (ii) at least three Business Days before prepayment of each LIBOR Rate Loan denominated in Dollars, (iii) at least five Business Days before prepayment of each RFR Loan (whether denominated in Dollars or an Alternative Currency) and (iv) at least four Business Days before prepayment of each LIBOR-based Alternative Currency Revolving Credit Loan, specifying (A) three (3) Business Days prior to any date of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, (B) whether the prepayment and the Type(s) is of Revolving Credit Loans, Swingline Loans to be prepaid or a combination thereof, and, if Eurodollar Loans are to be prepaida combination thereof, the Interest Period(samount allocable to each, (C) the applicable Permitted Currency in which any Revolving Credit Loan is denominated and (D) whether the repayment is of such LIBOR Rate Loans, Base Rate Loans, RFR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Administrative Agent will promptly notify each Lender Each Notice of its receipt Prepayment shall be irrevocable except in the case of each such notice, and a repayment in full of all of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan PercentageObligations, as applicable, of such prepayment. If such notice is given by Borrower, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such which notice may state that it is conditioned upon the effectiveness of a new financing. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender. If any such notice is given, the amount specified in such notice shall, unless such notice is revoked, be due and payable on the date set forth in such notice. Partial prepayments shall be in an aggregate amount of (i) $3,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Base Rate Loans (other credit facilities than Swingline Loans) or other eventsany lesser amount outstanding, (ii) $5,000,000, €5,000,000, CHF5,000,000, £5,000,000 or CAD$5,000,000 or a whole multiple of $1,000,000, €1,000,000, CHF1,000,000, £1,000,000 in excess thereof with respect to LIBOR Rate Loans and RFR Loans or any lesser amount outstanding and (iii) $100,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans or any lesser amount outstanding. Any A Notice of Prepayment received after 1:00 p.m. shall be deemed received on the next Business Day. Each such prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the any amount prepaid, together with any additional amounts required to be paid pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be4.9 hereof. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) The Borrower may, upon notice to Administrative Agent, shall have the right at any time or and from time to time voluntarily to prepay any Revolving Loans or Term Loans Borrowing as designated by the Borrower, in whole or in part part, without premium or penalty; provided that , by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) such notice must be received by Administrative Agent not later than in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. (A) not less than three (3) Business Days prior to any date such prepayment, (ii) in the case of any prepayment of Fixed any Base Rate Loans and (B) Borrowing, not less than one (1) Business Day prior to any the date of prepayment such prepayment, and (iii) in the case of Floating Rate Loans orSwingline Borrowings, in each caseprior to 11:00 a. m. on the date of such prepayment; provided, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) that any prepayment of Fixed Rate Loans shall Eurodollar Borrowings must be in a principal an amount of at least $5,000,000 and any larger multiple of $1,000,000; any prepayment of Base Rate Borrowings must be in an amount of at least $1,000,000 or a whole and any larger multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall Swingline Borrowings must be in a principal an amount of at least $100,000 or a whole and any larger multiple of $25,000 50,000. Notwithstanding anything in excess thereof orthis Section to the contrary, in each case, if less, Swingline Loans advanced pursuant to the entire principal amount thereof then outstandingSweep Agreement may be prepaid as provided therein. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Type(s) principal amount of Loans to be prepaid and, if Eurodollar Loans are each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Interest Period(s) of such Loans. Administrative Agent will shall promptly notify each affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, 's share of any such prepayment. If such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified thereindesignated in such notice, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.12; provided, together with any additional that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 3.052.18. Subject 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 2.18, each such 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 of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may becomprising such Borrowing. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) The Borrower may, upon notice to Administrative Agent, may at any time or and from time to time voluntarily time, subject to Section 2.7, prepay any Revolving Loans or Term Loans the Loans, in whole or in part part, without premium or penalty; provided that (i) such , upon irrevocable prior notice must which notice shall be received by given in writing delivered to the Administrative Agent not no later than 11:00 a.m. (A) 12:00 Noon, New York City time, three (3) Business Days prior to any date thereto in the case of prepayment of Fixed Term Benchmark Rate Loans and (B) RFR Loans and no later than 12:00 Noon, New York City time, one (1) Business Day prior to any date thereto in the case of prepayment of Floating Base Rate Loans orLoans, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Type(s) prepayment is of Term Benchmark Rate Loans, RFR Loans or Base Rate Loans; provided that a notice of optional prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice of optional prepayment may be revoked by the Borrower (by notice to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will on or prior to the specified date) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentthereof. If any such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided together with (except in the case of Revolving Credit Loans that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all are Base Rate Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment Optional prepayments of Revolving Credit Loans shall be applied ratably to the Loans outstanding balance of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may beCredit Loans. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) The Borrower may, upon notice to Administrative Agent, may at any time or and from time to time voluntarily prepay any prepay, without premium or penalty, Revolving Credit Loans or Term Loans and Swingline Loans, in whole or in part without premium or penalty; provided that (i) such part, with irrevocable prior written notice must be received by to the Administrative Agent substantially in the form attached as Exhibit 2.04(c) (a “Notice of Prepayment”) given not later than 11:00 a.m. (Ai) on the same Business Day as the prepayment of each Base Rate Loan and each Swingline Loan and (ii) at least three (3) Business Days prior to any date of before the prepayment of Fixed each LIBOR Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans orLoan, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Type(s) prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline Loans to be prepaid or a combination thereof, and, if Eurodollar of a combination thereof, the amount allocable to each (and if LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans). Upon receipt of such notice, the Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If any such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, set forth in such notice; provided that a Notice of Prepayment delivered by the Borrower may state that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment capital raising or the occurrence of a Eurodollar Loan Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified payment date) if such condition is not satisfied and, upon such revocation according to the foregoing terms, the Borrower shall not be required to make the prepayment specified in such notice. Partial prepayments shall be in an aggregate amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Base Rate Loans (other than Swingline Loans), $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans and $500,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by all accrued interest on the amount prepaid, together with prepaid and any additional amounts amount required to be paid pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be4.05 hereof. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay any Revolving Loans or Term Loans Borrowing of any Class in whole or in part without premium or penaltypenalty (except as set forth in Section 2.05(a)(iv)); provided that (i1) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) 12:00 p.m., three (3) Business Days prior to any date of prepayment of Fixed Eurocurrency Rate Loans and (B) 1:00 p.m., one (1) Business Day prior to any the date of prepayment of Floating Base Rate Loans orLoans, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii2) any prepayment of Fixed Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; thereof or, in each case, the entire principal amount thereof then outstanding and (iii3) any prepayment of Floating Base Rate Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.04. Subject Each prepayment of the Loans pursuant to this Section 2.18, each such prepayment 2.05(a) shall be applied to the Loans of installments thereof as directed by the Borrower and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Revolving Percentages Percentages. (i) The Borrower may, upon written notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or Applicable Term Loan Percentagesfrom time to time, as voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the case may beSwing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (ii) Prepayments Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of Swingline Loans prepayment or change the date of any such prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be made in accordance with Section 2.04(d)consummated or shall otherwise be delayed.

Optional Prepayments. (ia) The Borrower may, upon at least one (1) Business Days' notice to the Administrative Agent, prepay any Loan in whole at any time time, or from time to time voluntarily in part, in amounts aggregating Five Hundred Thousand Dollars ($500,000) or more, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Lenders. (b) The Borrower may at any Revolving Loans time and from time to time cancel all or Term Loans in whole or in any part without premium or penalty; provided that (i) such notice must be received of the Commitments by the delivery to the Administrative Agent not later than 11:00 a.m. of a notice of cancellation (A) three (3) Business Days prior and the Administrative Agent promptly shall notify the Lenders of such cancellation), if there are Loans then outstanding or, if there are no Loans outstanding at such time as to any date of prepayment of Fixed Rate Loans and (B) which the Commitments with respect thereto are being cancelled, upon at least one (1) Business Day prior Day's notice to any date of prepayment of Floating Rate Loans orthe Administrative Agent, whereupon, in each caseeither event, in connection with a prepayment all or such portion of the Loans Commitments, as applicable, shall terminate as to the Lenders, pro rata on the date set forth in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid cancellation, and, if Eurodollar there are any Loans then outstanding, Borrower shall prepay that portion of the outstanding Loans exceeding the Commitments (after taking into consideration Borrower's cancellation of the Commitments) on such date in accordance with the requirements of Section 2.11(a). Borrower shall be permitted to designate in its notice of cancellation which Loans, if any, are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by Borrower, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (ia) The Borrower may, upon notice to Administrative Agent, may at any time or and from time to time voluntarily prepay the Loans of any Class (and Revolving Loans or Term Loans under any Class of Revolving Commitments selected by the Borrower), in whole or in part part, without premium or penalty; provided that (i) , upon notice in such notice must form as may be received approved by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to including any date of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer, delivered to the Administrative Agent no later than 1:00 P.M., New York City time, at least three Business Days prior thereto in writing; (ii) any prepayment the case of Fixed Rate Eurodollar Loans shall be and no later than 1:00 P.M., New York City time, at least one Business Day prior thereto in a principal amount the case of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof orABR Loans, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and prepayment, the Type(s) Class of Loans to be being prepaid and, if and whether the prepayment is of Eurodollar Loans are to be prepaidor ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Interest Period(s) Borrower shall also pay any amounts owing pursuant to Section 2.18. Upon receipt of any such Loans. notice, the Administrative Agent will shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentthereof. If any such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans pursuant to this Section 2.8(a) shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities (including under this Agreement) or incurrence of other Indebtedness, the consummation of a particular Disposition, the occurrence of a change of control or other eventsevent), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on Loans of any Class (or Revolving Loans under any Revolving Commitments, as the amount prepaid, together with any additional amounts required case may be) pursuant to this Section 3.05. Subject to Section 2.18, each such prepayment 2.8(a) shall be applied to the Loans of such Class (or the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, Loans under such Class of Revolving Commitments as the case may be) of each Lender on a pro rata basis in accordance with the respective amounts of such Loans held by each such Lender. (i) Notwithstanding anything to the contrary in Section 2.8(a), the Borrower shall have the right at any time and from time to time to prepay Term Loans of any Class, to the Lenders at a prepayment price which is less than, equal to or greater than the principal amount of such Term Loans and on a non pro rata basis (each, an “Offered Voluntary Prepayment”) pursuant to the procedures described in this Section 2.8(b); provided that (A) no Offered Voluntary Prepayment may be made if a Default or Event of Default has occurred and is continuing, (B) any Offered Voluntary Prepayment shall be offered to all Lenders with Term Loans of the Class selected by the Borrower on a pro rata basis and (C) the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower stating that (1) no Default or Event of Default has occurred and is continuing or would result from such Offered Voluntary Prepayment and (2) each of the conditions to such Offered Voluntary Prepayment contained in this Section 2.8(b) has been satisfied. (ii) Prepayments To the extent the Borrower seeks to make an Offered Voluntary Prepayment, the Borrower will provide written notice from a Responsible Officer of Swingline the Borrower to the Administrative Agent (each, an “Offered Prepayment Option Notice”) that the Borrower desires to prepay Term Loans of a specified Class in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Offered Prepayment Amount”). The Proposed Offered Prepayment Amount shall not be less than $25,000,000 (or such lesser amount if the Term Loans of such specified Class have a lower aggregate amount outstanding at such time). The Offered Prepayment Option Notice shall further specify with respect to the proposed Offered Voluntary Prepayment: (A) the Proposed Offered Prepayment Amount for Term Loans and the Class of Term Loans with respect to such offer is being made, (B) an offered prepayment price range (which may be a single percentage) selected by the Borrower with respect to such proposed Offered Voluntary Prepayment equal to a percentage of par of the principal amount of Term Loans of the applicable Class (the “Offered Range”) and (C) the date by which Lenders are required to indicate their election to participate in such proposed Offered Voluntary Prepayment (the “Acceptance Date”) which shall be at least five Business Days following the date of such Offered Prepayment Option Notice is delivered. (iii) Upon receipt of an Offered Prepayment Option Notice, the Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice in form reasonably satisfactory to the Administrative Agent (each, a “Lender Participation Notice”; it being understood that a Lender may deliver more than one Lender Participation Notice, and that each such Lender Participation Notice of such Lender shall constitute an independent and unconditional offer, and no such Lender Participation Notice may be contingent on the making of any prepayment with respect to the Offered Loans in respect of any other Lender Participation Notice, or otherwise be contingent or conditional in any way) to the Administrative Agent (A) a minimum price (the “Acceptable Price”) within the Offered Range at which such Lender is willing to accept a prepayment of a portion of its Term Loans of the applicable Class and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Term Loans of such Class held by such Lender with respect to which such Lender is willing to permit an Offered Voluntary Prepayment at the Acceptable Price (“Offered Loans”). Based on the Acceptable Prices and principal amounts of Term Loans of the applicable Class specified by the Lenders in the applicable Lender Participation Notice, the Administrative Agent, in consultation with the Borrower, shall determine the applicable prepayment price for Term Loans pursuant to such Offered Voluntary Prepayment (the “Applicable Price”), which Applicable Price shall be (A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.8(b)(ii) for the Offered Voluntary Prepayment or (B) otherwise, the lowest Acceptable Price at which the Borrower can pay the Proposed Offered Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the lowest Acceptable Price); provided, however, that in the event that such Proposed Offered Prepayment Amount cannot be repaid in full at any Acceptable Price, the Applicable Price shall be the highest Acceptable Price specified by the Lenders that is within the Offered Range. The Applicable Price shall be applicable for all Lenders who have offered to participate in the Offered Voluntary Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Loans whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept an Offered Voluntary Prepayment of any of its Loans at the Applicable Price. (iv) The Borrower shall make an Offered Voluntary Prepayment by prepaying those Term Loans (or the respective portions thereof) of the applicable Class offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Price that is equal to or less than the Applicable Price (“Qualifying Loans”) at the Applicable Price; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Offered Prepayment Amount, such amounts in each case calculated by applying the Applicable Price, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Offered Prepayment Amount, such amounts in each case calculated by applying the Applicable Price, the Borrower shall prepay all Qualifying Loans. (v) Each Offered Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Price and determine the amount and holders of Qualifying Loans), without premium or penalty (and not subject to Section 2.18), upon irrevocable notice (each an “Offered Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 P.M., New York City time, three Business Days prior to the date of such Offered Voluntary Prepayment, which notice shall specify the date and amount of the Offered Voluntary Prepayment and the Applicable Price determined by the Administrative Agent. Upon receipt of any Offered Voluntary Prepayment Notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any Offered Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Price on the applicable Term Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. (vi) Prior to the delivery of an Offered Voluntary Prepayment Notice, upon written notice to the Administrative Agent, (A) the Borrower may withdraw its offer to make an Offered Voluntary Prepayment pursuant to any Offered Prepayment Option Notice and (B) any Lender may withdraw its offer to participate in any Offered Voluntary Prepayment pursuant to any Lender Participation Notice. (vii) To the extent not expressly provided for herein, each Offered Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Price in accordance with Section 2.04(d2.8(b)(iii) above) established by the Administrative Agent in consultation with the Borrower. It is understood and agreed that the Borrower may employ a financial institution or other advisor (whether or not an affiliate of the Administrative Agent) to act as an arranger in connection with any Offered Voluntary Prepayment and, in such event, the Administrative Agent agrees, subject to its internal agency policies, to provide such reasonable cooperation as may be requested by the Borrower in order to facilitate communications from such arranger to the Lenders and otherwise to provide access to Lender Participation Notices. (viii) Each of the Borrower and the Lenders acknowledges and agrees that Administrative Agent may perform any and all of its duties under this Section 2.8(b) by itself or through any Affiliate of the Administrative Agent and expressly consents to any such delegation of duties by the Administrative Agent such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Administrative Agent and its respective activities in connection with any Offered Voluntary Prepayment provided for in this Section 2.8 as well as activities of the Administrative Agent. Notwithstanding anything set forth herein, the Administrative Agent shall not be required to serve as the auction agent for, or have any other obligations to participate in (other than mechanical administrative duties), or facilitate, any Offered Voluntary Prepayment unless it is reasonably satisfied with the terms and restrictions of such auction.

Optional Prepayments. (i) At its option, the Borrower may, upon notice from the Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time time, voluntarily prepay any Revolving Loans or Term Swing Line Loans in whole or in part without premium or penalty; provided provided, that (iA) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. (A) three (3) 10:00 am on the Business Days Day prior to any the date of prepayment of Fixed Rate Loans the prepayment, and (B) one (1) Business Day prior to any date of such prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a minimum principal amount of $100,000 or a whole an integral multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and specify a minimum amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments At any time there are no Swing Line Loans outstanding, at its option, the Borrower may, without premium or penalty but subject to Section 2.13 in the case of Swingline LIBOR Loans, upon notice from the Borrower to the Administrative Agent no later than 10:00 a.m., in the case of Base Rate Loans, one Business Day prior to the date of the prepayment and, in the case of LIBOR Loans, three Business Days prior to the date of the prepayment, at any time or from time to time, voluntarily prepay the Revolving Loans in any Revolving Loan Borrowing and all accrued but unpaid interest thereon in part, in a minimum principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof, or in whole; provided that if such prepayment is on any day other than on the last day of the Interest Period applicable to such LIBOR Loans, the Borrower shall be subject to the payments required by Section 2.13. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) At its option, the Borrower may, without premium or penalty but subject to Section 2.13 in the case of LIBOR Portions, upon notice from the Borrower to the Administrative Agent no later than 10:00 a.m., in the case of Base Rate Portions, one Business Day prior to the date of the prepayment and, in the case of LIBOR Portions, three Business Days prior to the date of the prepayment, at any time or from time to time, voluntarily prepay any Portion of a Term Loan Borrowing and all accrued but unpaid interest thereon in part, in a minimum principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof, or in whole; provided that if such prepayment is on any day other than on the last day of the Interest Period applicable to such LIBOR Portion, the Borrower shall be subject to the payments required by Section 2.13. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any optional prepayment of the Term Loans shall be made applied as directed by the Borrower (or, in accordance with Section 2.04(dthe absence of direction from the Borrower, on a pro rata basis among the remaining scheduled Term Loan amortization payments). 63 (iv) Any optional prepayments of any Incremental Term Loans shall be as provided in the Incremental Term Loan Amendment for such Incremental Term Loans.

Optional Prepayments. (i) Borrower may, upon written notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans or Term Loans in whole or in part without premium or penaltypenalty except as set forth in Section 2.10(b) below; provided that (i1) such notice must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) (A) three (3) Business Days prior to any date of prepayment of Fixed LIBOR Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Base Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writingLoans; (ii2) any prepayment of Fixed LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 250,000 in excess thereof; and (iii3) any prepayment of Floating Base Rate Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof of LIBOR Rate Loans or Base Rate Loans, as the case may be, then outstanding. Each such notice shall specify the date (which shall be a Business Day) and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loansprepayment. The Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, ratable portion of such prepayment. If such notice is given by Borrower, Borrower then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any optional prepayment of a Eurodollar Loan the Term Loans shall be accompanied by all accrued interest on the amount prepaidthereon, together and any Prepayment Premium as set forth in Section 2.10(b) (if applicable) and with respect to any optional prepayment of a LIBOR Rate Loan shall be accompanied by any additional amounts required pursuant to Section 3.052.12(b)(ii). Subject to Any prepayment of principal under this Section 2.18, each such prepayment 2.4(c) shall be applied to the Loans remaining amortization payments as directed by Borrower in the applicable prepayment notice (or, if no direction is provided, to the remaining amortization payments in direct order of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may bematurity. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent, at any time or and from time to time time, voluntarily prepay any Revolving Loans or Term Loans Borrowing of any Class (other than Swingline Loans) in whole or in part without premium or penalty; penalty (except as set forth in Section 3 . 5 ) ), provided that (iA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A1 : 00 p . m . ( 1 ) three (3) Government Securities Business Days prior to any date of prepayment of Fixed Rate Loans a SOFR Borrowing and ( 2 ) one Business Day prior to the date of prepayment of an ABR Borrowing and (B) one (1) Business Day prior to any date of each prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple (x) with respect to Revolving Loans, minimum amounts of $100,000 $ 100 , 000 and in excess thereof; multiples of $ 50 , 000 thereafter, and (iiiy) any prepayment with respect to Term Loans, minimum amounts of Floating Rate Loans shall be $ 500 , 000 and in a principal amount multiples of $100,000 or a whole multiple of $25,000 in excess thereof $ 100 , 000 thereafter or, in each case, if less, the entire principal amount thereof then outstandingoutstanding . Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentprepayment . If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such a notice of prepayment may state that it such notice is conditioned upon the effectiveness of other credit facilities facilities, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on prior to the amount prepaid, together with any additional amounts required specified effective date) if such condition is not satisfied subject to the Borrower’s obligation to indemnify the Lenders pursuant to Section 3.053 . Subject 5 . Each prepayment of Term Loans pursuant to this Section 2.18, each such prepayment 2 . 7 (a) shall be applied against the scheduled repayments of the Term Loans under Section 2 . 6 on a ratable basis and in the inverse order of maturity and shall be paid to the Loans Administrative Agent for the account of the Appropriate Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments of The Borrower may, upon written notice to the Swingline Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty ; provided that (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1 : 00 p . m . on the date of the prepayment and (B) any such prepayment shall be made in accordance with Section 2.04(d).a principal amount of $ 100 , 000 or a whole multiple of $ 50 , 000 in excess thereof or the entire principal amount thereof then outstanding . Each such notice shall specify the date and amount of such prepayment . If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein . 63 NAI - 1543452693v1 1543452693v6

Optional Prepayments. (i) The Borrower may, upon notice to Administrative Agent, at any time or from time to time on any Business Day, subject to payment of the Prepayment Premium (if any) or Class A Exit Fee (if any) as set forth in Section 2.06, voluntarily prepay any Revolving Loans or Term Loans Advances in whole or in part without premium or penaltypart, together with all amounts due pursuant to Sections 2.04(c) and 2.10; provided that (i) such notice must be received by the Borrower shall have delivered to the Administrative Agent not written notice of such prepayment (such notice, a “Notice of Prepayment”) in the form of Exhibit B hereto by no later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Fixed Rate Loans and (B) 1:00 p.m. at least one (1) Business Day prior to any the day of such prepayment. Any Notice of Prepayment received by the Administrative Agent after 1:00 p.m. shall be deemed received on the next Business Day. Upon receipt of such Notice of Prepayment, the Administrative Agent shall promptly notify each Class A Lender. Each such Notice of Prepayment shall be irrevocable and effective upon the date received and shall be dated the date such notice is given, signed by a Senior Officer of the Borrower and otherwise appropriately completed. Each prepayment of Floating Rate Loans or, any Advance by the Borrower pursuant to this Section 2.05(a) shall in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall case be in a principal amount of at least $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof 500,000 or, in each case, if less, the entire outstanding principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount Advances of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentthe Borrower. If such notice a Notice of Prepayment is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereintherein (including, provided that but not limited to, any Prepayment Premium or Class A Exit Fee). The Borrower shall make the payment amount specified in such notice by wire transfer of immediately available funds by 4:00 p.m. on the date of prepayment to the account of the Administrative Agent, which will hold the funds on behalf of the Lenders. To the extent payment was made to the Administrative Agent, the Administrative Agent promptly will make such payment amount specified in such notice available to each applicable Lender in the amount of each Lender’s Percentage of the payment amount by wire transfer to such ▇▇▇▇▇▇’s account. It is acknowledged and agreed that the Borrower, in its sole discretion, may state on any prepayment permitted hereby prepay Class A Advances, Class B Advances or any combination thereof as specified by the Borrower in the Notice of Prepayment; provided, however, that no prepayment of Class B Advances in excess of any Class B Lender’s Percentage of the payment amount shall be permitted without the consent of the Administrative Agent and each Class A Lender; provided further, however, that the Borrower agrees that it is conditioned upon will not voluntarily prepay any Class B Advances in accordance with this Section 2.05(a) except (i) in connection with Permitted Securitization, (ii) in connection with a Permitted Sale involving the effectiveness transfer of other credit facilities Collateral Receivables in connection with a term financing transaction by the Originator or other eventsan Affiliate thereof or (iii) to the extent required to cause the aggregate outstanding principal balance of the Class B Advances to be less than or equal to the Class B Maximum Committed Available Amount at such time. Any prepayment funds for purposes of a Eurodollar Loan voluntary prepayment received by the Administrative Agent after 4:00 p.m. shall be accompanied by all accrued interest deemed received on the amount prepaidnext Business Day. For the avoidance of any doubt, together with the Borrower may only provide a Notice of Prepayment to prepay Advances that are outstanding on the date such Notice of Prepayment is delivered and may not provide a Notice of Prepayment to prepay any additional amounts required future Advances. For the avoidance of doubt, any payments of principal made pursuant to Section 3.05. Subject to 9.01(iv) or Section 2.18, each such 9.01(vi) shall not constitute a prepayment shall be applied to the Loans for purposes of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may bethis Section 2.05. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) The Borrower may, upon notice to Administrative Agent, may at any time or and from time to time voluntarily prepay any Revolving Loans or Term Loans the Loans, in whole or in part part, without premium or penalty; provided that (i) such , upon notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m. (A) 12:00 Noon, New York City time, three (3) Business Days prior to any date thereto, in the case of prepayment of Fixed Rate Loans Eurodollar Loans, and (B) no later than 12:00 Noon, New York City time, one (1) Business Day prior to any date of prepayment of Floating Rate Loans orthereto, in each casethe case of ABR Loans, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Type(s) prepayment is of Loans to be prepaid and, if Eurodollar Loans are to be prepaidor ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by Borrower, then Borrower shall make such prepayment and also pay any amounts owing pursuant to Section 2.20. Each notice delivered by the payment amount specified in Borrower pursuant to this Section 2.10 such notice shall be due and payable on the date specified thereinshall be irrevocable; provided, provided that such notice may state that it is conditioned upon the effectiveness occurrence of other credit facilities one or other eventsmore events specified therein, which such notice may be revoked by the Borrower (by notice to the Administrative Agent no later than 10:00 A.M., New York City time, on the specified effective date) if such condition is not satisfied. Any prepayment Upon receipt of a Eurodollar Loan any such notice the Administrative Agent shall be accompanied by all promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in herein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans Partial prepayments of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments of Swingline Loans shall be in an aggregate principal amount of $1,000,000 (or, if the Term Loans then outstanding are less than $1,000,000, such lesser amount). Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.10 shall be applied, in the case of Term Loans, to the prepayment of the Term Loans in accordance with Section 2.04(d)2.17(b) and as directed by the Borrower (or, absent such direction, in direct order of maturity) and, in the case of Commitment reductions, to reduce permanently the Revolving Commitments.

Optional Prepayments. (ia) The Borrower may, upon notice to Administrative Agent, at any time or may from time to time voluntarily prepay Floating Rate Advances upon one Business Day’s prior notice to the Administrative Agent, without penalty or premium. Each partial prepayment of Floating Rate Advances shall be in an aggregate amount of $1,000,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment, and the payment amount specified in such notice shall be due and payable on the date specified therein. (b) The Borrower may from time to time prepay Eurodollar Advances (subject to the payment of any Revolving funding indemnification amounts required by Section 3.4) upon three Business Days’ prior notice to the Administrative Agent, without penalty or premium. Each partial prepayment of Eurodollar Advances shall be in an aggregate amount of $5,000,000 or a higher integral multiple of $1,000,000. Each such notice shall specify the date and amount of such prepayment, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice to prepay Eurodollar Advances shall indicate the Interest Period for such Eurodollar Advances. (c) All prepayments of Advances shall be applied ratably to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (d) The Borrower may from time to time prepay Swing Line Loans upon one Business Day’s prior notice to the Swing Line Lender (with a copy to the Administrative Agent), without penalty or Term Loans in whole or in part without premium or penaltypremium; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any 1:00 p.m. on the date of prepayment of Fixed Rate Loans the prepayment, and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any such prepayment of Fixed Rate Loans shall be in a minimum principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof; and thereof (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans or Term Credit Loans in whole or in part without premium or penalty; provided that (i1) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) three (3) Business Days prior to any date of prepayment of Fixed Rate Eurocurrency RateTerm SOFR Loans and (B) one (1) Business Day prior to any on the date of prepayment of Floating Base Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writingLoans; (ii2) any prepayment of Fixed Rate Eurocurrency RateTerm SOFR Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iii3) any prepayment of Floating Base Rate Loans shall be in a minimum principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in the case of each case, if lessof clauses (2) and (3), the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment pre-payment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Term SOFR Loans are to be prepaid, the Interest Period(s) Period of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, Pro Rata Share of such prepayment. If such notice is given by Borrower, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Eurocurrency Rateany Loan shall be accompanied by all accrued interest on the amount prepaidthereon and, together with respect to Term SOFR Loans, any additional amounts required pursuant to Section 3.05. Subject At the Borrower’s election in connection with any prepayment pursuant to this Section 2.182.05(a), each such prepayment shall not be applied to any Loan of a Defaulting Lender. The Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by such Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the Lenders prepayment or (2) any such prepayment of Swing Line Loans made in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments of Swingline Loans Dollars shall be made in accordance with Section 2.04(d)a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment.

Optional Prepayments. (i) Borrower may, upon notice to Administrative Agent, The Company shall have the right at any time or and from time to time voluntarily to prepay Loans of any Revolving Loans or Term Loans Class in whole or in part part, without premium or penalty; provided that 34 penalty but subject to the requirements of Section 2.16, if applicable. The Company shall notify the Administrative Agent by telephone (confirmed by facsimile) of any prepayment under this Section 2.11(a), (i) such notice must be received by Administrative Agent in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m. (A) a.m., New York city time, three (3) Business Days prior to any before the date of prepayment; or (ii) in the case of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any an ABR Borrowing, not later than 9:00 a.m., New York City time, on the date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingprepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are each Borrowing or portion thereof to be prepaid, provided that a notice of prepayment delivered by the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by Borrower, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided Company may state that such notice may state that it is conditioned upon the effectiveness consummation of other credit facilities another transaction or other eventsevent, 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. Any Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in minimum amounts of $2,500,000 or a Eurodollar Loan larger multiple of $1,000,000 except as necessary to prepay all outstanding principal amount of Term Loans under the relevant Class, and shall be allocated to the Classes of Term Loans as directed by the Company, applied ratably among the Lenders under such Classes and, in the case of the 5-Year Tranche Loans, applied to reduce the remaining scheduled instalments of principal thereunder in the direct order of maturity. Prepayments shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments of Swingline Loans extent required by Section 2.13 and shall be made in accordance with the manner specified in Section 2.04(d2.18(a).

Optional Prepayments. (ia) Borrower The Company may, upon notice to the Administrative AgentAgent not later than 11:30 a.m. (New York time) on the date of such prepayment, prepay Base Rate Loans, Swing Line Loans, or any Competitive Bid Loan bearing interest at the Base Rate pursuant to Section 8.02, in each case without penalty or premium, in whole at any time time, or from time to time voluntarily in part in amounts aggregating (other than in the case of Swing Line Loans) not less than $10,000,000. (b) Subject to Section 2.14, the Company may, upon at least three Eurodollar Business Days’ notice to the Administrative Agent, prepay any Revolving Loans or Term Loans Eurodollar Loans, in whole at any time, or from time to time in part without premium or penalty; provided that (i) such notice must in amounts aggregating not less than $10,000,000, by paying the principal amount to be received by Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior prepaid together with accrued interest thereon to any the date of prepayment of Fixed Rate Loans and prepayment. (Bc) one Except as provided in subsection (1a) Business Day prior to above, the Company may not prepay all or any date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment portion of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or any Competitive Bid Loan prior to the maturity thereof. (d) Upon receipt of a whole multiple notice of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if lessprepayment, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify shall give each Lender prompt written notice of its receipt of each such notice, the contents thereof and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such Loans being prepaid pursuant thereto. (e) Each notice is given delivered by Borrower, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided Company pursuant to this Section 2.09 may state that such notice may state that it is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or other events. Any prepayment of an indenture), in which case such notice may be revoked by the Company (by and upon a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied written notice to the Loans of Administrative Agent on or prior to the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may bespecified effective date) if such condition is not satisfied. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. Subject to any restrictions then applicable to the Company under (x) the Loan and Security Agreement, dated as of December 10, 1998, as amended up to and including the date hereof (the "Loan Agreement") among the Company, LaSalle Business Credit, Inc., as agent for the benefit of the lenders party thereto ("LaSalle") and such lenders and (y) the Subordination Agreement, dated as of March 12, 1999 (the "Subordination Agreement") among the Company, LaSalle and the Purchasers: (a) On and at any time after the first anniversary of the Closing Date, upon notice given as provided in Section 6, the Company may, at its option, prepay all or any portion of the Notes at 100% of the principal amount thereof so to be prepaid if each of the following conditions shall have been satisfied: (i) Borrower mayThe Common Stock, $.001 par value ("Common Stock"), of the Company shall, at the time such notice is given, have been quoted on NASDAQ or listed on the New York Stock Exchange during the twenty trading days immediately preceding the date of such prepayment, and the price per share during such period shall not at any time have been less than $5.00; and (ii) American Bankers and its accountants shall have delivered a certificate (the "Prepayment Certificate"), to the effect that conversion of the Notes held by American Bankers into Common Stock on or prior to the proposed date of such prepayment would not result in American Bankers or any of its affiliates being required under generally accepted accounting principles to account for its holdings of the Common Stock of the Company pursuant to the Aequity method@ of accounting; and (iii) either: (1) the trading volume for the Common Stock for each of the four weeks (each such week consisting of five trading days) immediately preceding the date set for such prepayment shall have been at least 200,000 shares; or (2) prior to the proposed date of such prepayment, the holders of the Notes shall have realized aggregate net proceeds (exclusive of premium or interest on the Notes), from their original investment in the Notes of at least $3,500,000. (b) On and at any time after the first anniversary of the Closing Date, upon notice to Administrative Agentgiven as provided in Section 6, the Company may, at its option, prepay all or any time or from time portion of the Notes at 130% of the principal amount thereof so to time voluntarily prepay any Revolving Loans or Term Loans be prepaid if the conditions set forth in whole or in part without premium or penalty; provided that clauses (i) such notice must be received by Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans paragraph (a) above have been satisfied. Any prepayments of the principal of the Notes made pursuant to this Section 5 shall be made (i) in a principal an amount of equal to at least $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof 875,000 or, in each case, if less, the entire outstanding principal amount thereof then outstanding. Each such notice shall specify of the date and Notes, allocated in proportion to the aggregate principal amount of such prepayment and the Type(s) of Loans all Notes so to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by Borrower, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments of Swingline Loans shall be made in accordance together with Section 2.04(d)interest accrued thereon to the date fixed for such prepayment.

Optional Prepayments. (ia) Borrower may, upon notice to Administrative Agent, may at any time or and from time to time voluntarily (including, without limitation, to cure any Borrowing Base Deficiency) prepay any Revolving Loans or Term Loans the Loans, in whole or in part part, without premium or penalty; provided that , upon irrevocable written notice (ian “Optional Prepayment Notice”) such notice must be received by to the Administrative Agent not later given no less than 11:00 a.m. (A) three (3) Business Days prior to any the date of prepayment of Fixed Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans orsuch prepayment, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of prepayment (it being understood that failure to provide the Administrative Agent with notice of a prepayment no less than three (3) Business Days prior to the next occurring Determination Date may result in liability on the part of Borrower pursuant to Section 3.11 hereof). Upon receipt of any such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaidnotice, the Interest Period(s) of such Loans. Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentthereof. If any such notice is given by Borrowergiven, then Borrower shall make may deliver written notice of the rescission thereof at any time up to the proposed date of prepayment identified in such prepayment and notice of prepayment, but if no such notice of rescission is delivered, the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required payable pursuant to Section 3.053.11. Partial prepayments pursuant to this Section 3.2 shall be in an aggregate principal amount of $1,000,000.00 or a whole multiple thereof. (b) Subject to Section 2.184.7(c), each such in connection with any prepayment pursuant to Section 3.2(a), the Lien of the Security Documents shall be applied released with respect to the Loans any Pledged Asset forming part of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan PercentagesCollateral, as designated by Borrower in the case may berelated Optional Prepayment Notice, so long as no Borrowing Base Deficiency would occur after giving effect to such proposed release and prepayment. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) Borrower The Borrowers may, upon notice to the Administrative AgentAgent substantially in the form of Exhibit F hereto, at any time or from time to time voluntarily prepay any Revolving Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must specify the principal amounts thereof and must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Fixed Rate Loans and Term Benchmark Loans, (B) one (1) solely to the extent applicable pursuant to Section 3.03(b), five Business Day Days prior to any date of prepayment of Floating Rate RFR Loans or, in each case, in connection with a and (C) on the date of prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writingBase Rate Loans; and (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Term Benchmark Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, ratable portion of such prepaymentprepayment (based on such Lender’s ratable portion of the Outstanding Amount). If such notice is given by Borrowergiven, then the relevant Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Term Benchmark Loan or RFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (ia) Borrower The Company may, at its option, upon notice to Administrative Agentas provided below, prepay at any time all, or from time to time voluntarily prepay any Revolving Loans part of, any Series of the Notes, in an amount not less than $1,000,000, in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, that, other than with respect to the Series 2024A Notes (as defined in the Third Supplement), so long as no Default or Term Loans in whole Event of Default shall then exist, at any time on or in part without premium or penalty; provided after the date that (i) such notice must be received by Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days is six months prior to the Maturity Date of such Series of Notes the Company may, at its option, upon notice as provided below, prepay all or any date part of prepayment such Series of Fixed Rate Loans and (B) one (1) Business Day prior to any date Notes at 100% of prepayment of Floating Rate Loans orthe principal amount so prepaid, together with, in each case, accrued interest to the prepayment date; provided, further, that, so long as no Default or Event of Default shall then exist, (i) in connection with a prepayment the case of the Loans Tranche A Notes (as defined in fullthe Third Supplement), upon such shorter notice as shall be approved by Administrative Agent in writing; at any time on or after January 18, 2028 and (ii) in the case of the Tranche B Notes (as defined in the Third Supplement), at any prepayment time on or after November 18, 2029 the Company may, at its option, upon notice as provided below, prepay all or any part of Fixed Rate Loans shall be in a such Tranche A Notes or Tranche B Notes, as applicable at 100% of the principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof orso prepaid, together with, in each case, if less, accrued interest to the entire prepayment date. The Company will give each holder of the applicable Series of Notes written notice of each optional prepayment under this Section 8.2(a) not less than 10 days and not more than 60 days prior to the date fixed for such prepayment unless the Company and the holders of more than 50% in principal amount thereof of the applicable Series of Notes at the time outstanding (exclusive of Notes then outstandingowned by the Company or any of its Affiliates) agree to another time period pursuant to Section 17. Each such notice shall specify such date (which shall be a Business Day), the date and aggregate principal amount of such prepayment and the Type(s) Series of Loans Notes to be prepaid and, if Eurodollar Loans are to be prepaidon such date, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt principal amount of each such noticeSeries of Notes held by such holder to be prepaid (determined in accordance with Section 8.3), and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by Borrower, then Borrower shall make such prepayment and the payment amount specified in such notice shall interest to be due and payable paid on the prepayment date specified thereinwith respect to such principal amount being prepaid, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan and shall be accompanied by all accrued interest on a certificate of a Senior Financial Officer as to the amount prepaid, together estimated Make-Whole Amount due in connection with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to (calculated as if the Loans date of such notice were the date of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentagesprepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of the applicable Series of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the case may bespecified prepayment date. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) The Borrower may, upon notice to Administrative Agent, shall have the privilege of prepaying any Base Rate Borrowing without premium or penalty at any time in whole or at any time and from time to time voluntarily prepay in part (but, if in part, then in an amount which is equal to or greater than $1,000,000); provided, however, that the Borrower shall have given notice of such prepayment to the Administrative Agent no later than 12:00 P.M. on the date of such prepayment. The Borrower shall have the privilege of prepaying any Revolving Loans Eurocurrency Borrowing (a) without premium or Term Loans penalty in whole or in part (but, if in part, then in an amount which is equal to or greater than $5,000,000 and in an integral multiple of $100,000 or such smaller amount as needed to prepay a particular Borrowing in full) only on the last Business Day of an Interest Period for such Borrowing, and (b) at any other time without premium or penaltypenalty except for the breakage costs, expenses and funding losses that are required to be paid pursuant to Section 2.11; provided provided, however, that (i) the Borrower shall have given notice of such notice must be received by prepayment to the Administrative Agent not no later than 11:00 a.m. (A) 12:00 P.M. at least three (3) Business Days prior to any date of prepayment of Fixed Rate Loans and (B) one (1) before the last Business Day prior to any date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such Interest Period or the proposed prepayment and the Type(s) of Loans to date. A notice delivered under this Section 2.9 may be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by Borrower, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other transactions, including other credit facilities or other events. Any prepayment the closing of a Eurodollar Loan one or more securities offerings, in which case such notice shall be accompanied deemed rescinded if such condition shall fail to be satisfied by all accrued interest on the amount prepaidproposed prepayment date; provided, together with that upon any additional amounts such rescission, the applicable Borrower shall be liable for any breakage fees and funding losses that are required to be paid pursuant to Section 3.052.11. Subject Any such prepayments shall be made by the payment of the principal amount to Section 2.18be prepaid and accrued and unpaid interest thereon to the date of such prepayment. Unless otherwise specified in writing by the Borrower, each such prepayment optional prepayments shall be applied first, to the Loans Loans, second, to the Reimbursement Obligations with respect to Letters of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan PercentagesCredit, as the case may beand third to any other Obligations then outstanding. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (i) Borrower The Borrowers may, upon written notice to the Administrative Agent, at any time or and from time to time time, voluntarily prepay any Revolving Loans or Term Loans Loan in whole or in part without premium or penalty; penalty (except as set forth in Section 3.5)), provided that (iA) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A1) three (3) Business Days prior to any date of prepayment of Fixed Rate Loans a BSBY Borrowing and (2) one Business Day prior to the date of prepayment of an ABR Borrowing and (B) one (1) Business Day prior to any date of each prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 the Borrowing Minimum or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 the Borrowing Multiple in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by Borrowerthe Borrowers, then Borrower the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such a notice of prepayment may state that it such notice is conditioned upon the effectiveness of other credit facilities facilities, in which case such notice may be revoked by the Borrowers (by written notice to the Administrative Agent on or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on prior to the amount prepaid, together with any additional amounts required specified effective date) if such condition is not satisfied subject to the Borrowers’ obligation to indemnify the Lenders pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be3.5. (ii) Prepayments of Swingline Loans shall be made in accordance with Section 2.04(d).

Optional Prepayments. (ia) Each Borrower may, upon notice to Administrative Agent, may at any time or anytime and from time to time voluntarily prepay any Revolving the Loans or Term Loans (other than Multicurrency Loans) outstanding to such Borrower, in whole or in part part, without premium or penalty; provided that (i) such , upon irrevocable notice must be received by delivered to the Administrative Agent not later than 11:00 a.m. (A) A.M., New York City time, three (3) Business Days prior to any the date of prepayment prepayment, in the case of Fixed Rate Eurocurrency Loans denominated in Dollars, and (B) not later than 11:00 A.M., New York City time, one (1) Business Day prior to any the date of prepayment of Floating Rate Loans orprepayment, in each casethe case of ABR Loans, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Type(s) prepayment is of Eurocurrency Loans denominated in Dollars or ABR Loans; provided, that if a Eurocurrency Loan denominated in Dollars is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrowers shall also pay any amounts owing pursuant to Section 2.26; provided, further, that Competitive Loans may not be prepaid and, if Eurodollar Loans are to be prepaid, without the Interest Period(s) relevant Lenders’ prior consent. Upon receipt of any such Loans. notice the Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepaymentthereof. If any such notice is given by Borrowergiven, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided together with (except in the case of Revolving Loans that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Dollar Revolving Loans shall be in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans or Euro Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. (b) Each Borrower may at any time and from time to time prepay Multicurrency Loans outstanding to such Borrower, in whole or in part, without premium or penalty, upon irrevocable notice (which notice must be received by the Administrative Agent prior to 3:00 P.M., London time, three Business Days before the date of prepayment) specifying the date and amount of prepayment. Upon receipt of any such notice the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with any additional amounts required payable pursuant to Section 3.052.26 and accrued interest to such date on the amount prepaid. Subject to Section 2.18, each such prepayment shall be applied to the Loans Partial prepayments of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as the case may be. (ii) Prepayments of Swingline Multicurrency Loans shall be made in accordance with Section 2.04(d)a minimum principal amount of (w) £1,000,000 or a whole multiple of £100,000 in excess thereof, in the case of Multicurrency Loans denominated in Sterling, (x) €1,000,000 or a whole multiple or €100,000 in excess thereof, in the case of Multicurrency Loans denominated in Euros, (y) C$1,000,000 or a whole multiple or C$100,000 in excess thereof, in the case of Multicurrency Loans denominated in Canadian Dollars, and (z) Y100,000,000 or a whole multiple or Y10,000,000 in excess thereof, in the case of Multicurrency Loans denominated in Yen.

Optional Prepayments. (i) Upon prior notice in accordance with paragraph (a)(iii) of this Section 2.11, the Borrower may, upon notice to Administrative Agent, shall have the right at any time or and from time to time voluntarily to prepay any Revolving Loans or Borrowing of Term Loans of any Class in whole or in part without premium or penalty; provided that penalty (i) such notice must be received by Administrative Agent not later than 11:00 a.m. but subject (A) three (3) Business Days prior in the case of Borrowings of Tranche B-2 Term Loans only, to any date of prepayment of Fixed Rate Loans and Section 2.12(e), (B) one (1) Business Day prior to any date of prepayment of Floating Rate Loans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (ii) any prepayment of Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; Section 2.16 and (iiiC) any prepayment in the case of Floating Rate Borrowings of 2021 Incremental Term Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof oronly, in each case, if less, the entire principal amount thereof then outstandingto Section 2.12(f)). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by Borrower, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied paid to the Loans of the Lenders in accordance with their respective Applicable Revolving Percentages or Applicable Term Loan Percentages, as of the case may berelevant Class. (ii) Prepayments Upon prior notice in accordance with paragraph (a)(iii) of Swingline this Section 2.11, the Borrower shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, in whole or in part without premium or penalty (but subject to Section 2.16); provided that after the establishment of any Additional Revolving Credit Commitment, any such prepayment of any Borrowing of Revolving Loans of any Class shall be subject to the provisions set forth in Section 2.22, 2.23 or 9.02, as applicable. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower shall notify the Administrative Agent in writing of any prepayment under this Section 2.11(a). Each such notice must be in the form of a written LEGAL_US_E # 159035042.9 Prepayment Notice, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission, including “.pdf” or “.tif”) not later than (A) in the case of prepayment of a LIBO Rate Borrowing, not later than 12:00 p.m. three Business Days before the date of prepayment or (B) in the case of prepayment of an ABR Borrowing, not later than 12:00 p.m. on the day of prepayment (or, in the case of clauses (A) and (B), such later time as to which the Administrative Agent may agree). Each such Prepayment Notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that any Prepayment Notice delivered by the Borrower may be conditioned upon the effectiveness of other transactions, in which case such Prepayment Notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such Prepayment Notice relating to any Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of a Borrowing of the same Type and Class as provided in Section 2.02(c), or such lesser amount that is then outstanding with respect to such Borrowing being repaid (and in increments of $500,000 in excess thereof or such lesser incremental amount that is then outstanding with respect to such Borrowing being repaid). Each prepayment of Term Loans shall be applied to the Class of Term Loans specified in the applicable Prepayment Notice, and each prepayment of Term Loans of such Class made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in accordance with Section 2.04(d)respect of the Term Loans of such Class in the manner specified by the Borrower or, in the absence of any such specification on or prior to the date of the relevant optional prepayment, in direct order of maturity.