Common use of Optional Prepayments Clause in Contracts

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans or Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Fixed Rate Loans and (2B) on the one (1) Business Day prior to any date of prepayment of Base Floating Rate LoansLoans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (Bii) any prepayment of Eurodollar Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof, ; and (Ciii) any prepayment of Base Floating Rate Loans shall be in a principal amount of $250,000 100,000 or a whole multiple of $100,000 25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.18, each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Revolving Percentages in respect of each of or Applicable Term Loan Percentages, as the relevant Facilities and Refinancing Facilitiescase may be. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Prepayments of Swingline Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be made in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinaccordance with Section 2.04(d). (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (ia) The Borrower Subject to Section 3.04, the Company may, upon notice to the Administrative Agent, at any time or from time to time voluntarily time, upon not less than three Business Days’ irrevocable notice to the Agent, in the case of Offshore Rate Committed Loans, or upon not less than one Business Day’s irrevocable notice to the Agent, in the case of Base Rate Committed Loans, ratably prepay Term such Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium part, in minimum amounts of $5,000,000 or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount multiple of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any . Such notice of prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender Bank of its receipt of each any such notice, and of the amount such Bank’s Pro Rata Share of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all , together with accrued interest thereon to each such date on the amount prepaid, together with prepaid and any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed 3.04; provided that if the Borrower does not so direct at the time of such prepayment, such prepayment Company shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid fail to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) make any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, such failure shall not constitute an Event of Default hereunder, and if the Committed Loan is a Base Rate Committed Loan such Loan shall continue as if such prepayment notice had not been given, and if the Committed Loan is an Offshore Rate Committed Loan such Loan shall be automatically converted to a Base Rate Committed Loan as of the date specified in such notice. (iiib) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall Bid Loans may not be consummated or shall otherwise be delayedvoluntarily prepaid. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The On any date on or after the Closing Date, Borrower may, upon notice to the 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 Term Loans of any Class and Revolving Credit Loans of any Class outstanding Advances in whole or in part without premium or penalty (except as set forth below)part, together with all amounts due pursuant to Sections 2.04(c) and 2.10; provided that (A) such notice must be in a form reasonably acceptable the Borrower shall have delivered to the Administrative Agent and be written notice of such prepayment (such notice, a “Notice of Prepayment”) in the form of Exhibit B hereto by no later than 1:00 p.m. at least two (2) Business Days prior to the day of such prepayment. Any Notice of Prepayment received by the Administrative Agent not 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 event, no later than 11:00 a.m. 1:00 p.m. at least one (1) three Business Days Day prior to any date of prepayment of Eurodollar Rate Loans and (2) on 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 Base Rate Loans, (Bany Advance by the Borrower pursuant to this Section 2.05(a) any prepayment of Eurodollar Rate Loans shall in each case be in a principal amount of at least $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof 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 Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect Advances of the relevant Facility and Refinancing Facility)Borrower. If such notice a Notice of Prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereintherein (including, but not limited to, any Termination Payment). Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable by wire transfer of immediately available funds by 11:00 a.m. on the date specified therein. (iii) Notwithstanding anything of prepayment to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all account of the Facilities and Refinancing FacilitiesAdministrative Agent, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In will hold the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary funds on behalf of the Second Amendment Effective Date, Lenders. To the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case extent payment was made to the Administrative Agent, for the ratable account 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 applicable Term Lenderspayment amount by wire transfer to such Lender’s account. Any funds for purposes of a voluntary prepayment received by the Administrative Agent after 11:00 a.m. shall be deemed received on the next Business Day. For the avoidance of any doubt, 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 future Advances.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such penalty, upon notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not no later than 11:00 a.m. (1) 12:00 Noon, New York City time, three Business Days prior to any date of prepayment thereto, in the case of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereofand no later than 12:00 Noon, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof orNew York City time, one Business Day prior thereto, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans to be or ABR Loans; provided, that if a Eurodollar Loan is prepaid and, if Eurodollar Rate Loans are to be prepaid, on any day other than the last day of the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.20. Each notice delivered by the Borrower pursuant to this Section 2.10 shall be irrevocable; provided, that such prepayment and notice may state that it is conditioned upon the payment occurrence of one or more events specified therein, which such notice may be revoked by the Borrower (by notice to the Administrative Agent no later than 10:00 A.M., New York City time, on the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with (except in the case of a Eurodollar Rate Loan shall be accompanied by all Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Loans shall be in an aggregate principal amount of $1,000,000 (or, if the Term Loans then outstanding are less than $1,000,000, such lesser amount). Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.05(a) 2.10 shall be applied applied, in the case of Term Loans, to the installments thereof prepayment of the Term Loans in accordance with Section 2.17(b) and as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of or, absent such prepaymentdirection, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lendersand, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x)Commitment reductions, to reduce permanently the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term LendersRevolving Commitments.

Optional Prepayments. (ia) The Borrower mayCompany may on the last day of the relevant Interest Period if the Loans to 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, upon 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 to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans to be prepaid and, if Eurodollar or Alternate Base Rate Loans are to be prepaidor a combination thereof, and if of a combination thereof, the Interest Period(s) amount of prepayment allocable to each. Upon receipt of such Loans. The notice the Administrative Agent will shall promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If such notice is given by the Borrowergiven, the Borrower Company shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment Partial prepayments shall be in a minimum an aggregate principal amount of $100,000 10,000,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice and may only be made if, after giving effect thereto, subsection 2.7(c) 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 thereinnot have been contravened. (iiib) Notwithstanding anything The Company may not prepay Competitive Loans without the consent of the relevant Lender. (c) All payments and prepayments hereunder shall be in such amounts and be made pursuant to the contrary contained in this Agreementsuch elections so that, after giving effect thereto, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all aggregate principal amount of the Facilities and Refinancing Facilities, Revolving Credit Loans which refinancing are Eurodollar Loans having the same Interest Period shall not be consummated or shall otherwise be delayedless than $10,000,000. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (ia) The Borrower Company may, subject to Section 7.11, at any time and from time to time, prepay any Revolving Credit Loans and, subject to the proviso hereto, Swing Line Loans borrowed by it which are then outstanding, in whole or in part, without premium or penalty, upon at least three Working Days’ irrevocable notice to the Administrative Agent, at any time in the case of Eurodollar Loans or from time Eurocurrency Loans, one Business Day’s irrevocable notice to time voluntarily prepay Term the Administrative Agent, in the case of Alternate Base Rate Loans of any Class (other than Swing Line Loans) and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such irrevocable notice must be in a form reasonably acceptable to the Administrative Agent and (which notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (21:00 P.M., New York City time) on the date of prepayment prepayment, in the case of Base Rate Swing Line Loans, specifying (Bi) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, (ii) the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are principal amount to be prepaid, (iii) whether the Interest Period(sprepayment is of Revolving Credit Loans or Swing Line Loans or a combination thereof, and, if of a combination thereof, the amount of prepayment allocable to each and (iv) whether the prepayment is of Eurodollar Loans, Eurocurrency Loans or Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount of prepayment allocable to each (and, with respect to such Eurodollar Loans and Eurocurrency Loans, each Tranche thereof), provided, however, that the Company shall not prepay any Swing Line Loans on any day on which the Company has requested a borrowing thereof. The Upon receipt of any such notice, the Administrative Agent will promptly notify each Appropriate affected Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If any such notice is given by the Borrowergiven, the Borrower shall Company will make the prepayment specified therein, and such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any Each partial prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a7.2(a) shall be applied in an amount equal to the installments $5,000,000 or a whole multiple of $1,000,000 in excess thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16or, in accordance with their respective Applicable Percentages in respect the case of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent)Loans, at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 500,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice ) and shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereincomply with Section 7.7(g). (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower maymay at any time and from time to time prepay the Term Loans, upon in whole or in part, with irrevocable prior written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans Agent substantially in the form attached as Exhibit D (a “Notice of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (APrepayment”) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent given not later than 11:00 a.m. 2:00 p.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2i) on the date of prepayment of same Business Day as each Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, Loan and (Cii) any prepayment of Base at least three (3) Business Days before each LIBOR Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof orLoan, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of LIBOR Rate Loans, Base Rate Loans to be prepaid or a combination thereof, and, if Eurodollar Rate Loans are to be prepaidof a combination thereof, the Interest Period(s) amount allocable to each. Upon receipt of such Loans. The notice, the Administrative Agent will shall promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinset forth in such notice. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment Partial prepayments shall be in a minimum principal an aggregate amount of $100,000 3,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date with respect to Base Rate Loans and amount $5,000,000 or a whole multiple of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified $1,000,000 in such notice excess thereof with respect to LIBOR Rate Loans A Notice of Prepayment received after 2:00 p.m. shall be due and payable deemed received on the date specified therein. (iii) next Business Day. Notwithstanding anything to the contrary contained foregoing, any Notice of a Prepayment delivered in this Agreement, the Borrower may, subject to Section 3.05, rescind connection with any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities 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 Refinancing Facilities, which may be revoked by the Borrower in the event such refinancing is not consummated (provided that the failure of such contingency shall not be consummated or shall otherwise be delayed. (iv) In the event that relieve the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans from its obligations in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (xthereof under Section 4.9), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such penalty, upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Designated Agent and be received by the Administrative Agent not no later than 11:00 a.m. (1) 12:00 Noon, New York City time, three Business Days prior to any thereto, in the case of Term Benchmark Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Rate Term Benchmark Loans or ABR Loans; provided, that if a Term Benchmark 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 2.17. Upon receipt of any such notice the Designated Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and (2) payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Revolving Loans which shall be in a an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a delivered in connection with any refinancing of all of the Facilities Loans and Refinancing Facilities, which Commitments with the proceeds of such refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such 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 Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loanssuch revocation, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to event such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenderscontingency is not met.

Optional Prepayments. (a) Subject to Section 4.4, (i) The 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 prepay any time or from time to time voluntarily prepay Borrowing of Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such notice must be penalty, in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal an aggregate amount of $1,000,000 5,000,000 or a whole higher integral multiple of $500,000 in excess thereof, and 100,000. (Cb) any Each notice of prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each any such notice, notice and of the amount of such Lender’s ratable portion 's share of such prepayment (based on upon such Lender’s Applicable Percentage 's Revolving Percentage, in respect the case of a prepayment of Revolving Loans, Term A Percentage, in the relevant Facility and Refinancing Facility)case of a 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 the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all , 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. Each prepayment of Revolving Loans shall be applied to each Revolving Lender's Revolving Loans according to such Revolving Lender's Revolving Percentage. Each prepayment of Term Loans shall be 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 outstanding 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 2.05(a) 2.7 shall be applied pro rata to the unpaid installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities Term A Loans and Refinancing Facilities. (ii) The Borrower mayTerm B Loans; provided, upon notice to the Swing Line Lender (with a copy to the Administrative Agent)however, that, at any time or from time to timethe Company's option, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date a portion of the prepayment, and (B) any such prepayment shall may be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything applied to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all unpaid installments of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term A Loans in connection with forward order of maturity, but the amount so applied in any Repricing Transaction or (y) effects any amendment period of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00four consecutive fiscal quarters may not exceed 50% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount scheduled installments of the applicable Second Amendment Effective Date Term A Loans outstanding immediately prior during such period (without giving effect to any reduction to such amendment, in each case to the Administrative Agent, for the ratable account scheduled installments as a result of each of the applicable Term Lendersmandatory or voluntary prepayments).

Optional Prepayments. (i) The Borrower maymay at any time and from time to time prepay Revolving Credit Loans and Swingline Loans, upon in whole or in part, with irrevocable prior written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans Agent substantially in the form attached as Exhibit D (a “Notice of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (APrepayment”) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent given not later than 11:00 a.m. 1:00 p.m. (1i) three on the same Business Days prior to any date of prepayment of Eurodollar Day as each Base Rate Loans Loan and each Swingline Loan and (ii) at least two (2) on the date of prepayment of Base Business Days before each LIBOR Rate LoansLoan, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline Loans to be prepaid or a combination thereof, and, if Eurodollar Rate Loans are to be prepaidof a combination thereof, the Interest Period(s) amount allocable to each; provided that a Notice of Prepayment may state that such notice is conditioned upon the effectiveness of debt or equity issuances, in which case, such notice may be revoked by the Borrower by notice to the Administrative Agent prior to the date of such Loansproposed prepayment if such issuance is not consummated. The Upon receipt of such notice, the Administrative Agent will shall promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Revolving Credit Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinset forth in such notice. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment Partial prepayments shall be in a minimum principal an aggregate amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Base Rate Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans and $100,000 or a whole multiple of $100,000 in excess thereof, thereof with respect to Swingline Loans. A Notice of Prepayment received after 1:00 p.m. shall be deemed received on the entire principal amount thereof then outstandingnext Business Day. 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 repayment shall be due and payable on the date specified therein. (iii) Notwithstanding anything accompanied by any amount required to the contrary contained in this Agreement, the Borrower may, subject be paid pursuant to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed5.9. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily time, subject to Section 2.7, prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty penalty, upon irrevocable prior notice which notice may be given by telephone (except as set forth below); provided that (Ato be promptly confirmed in writing, including by facsimile) such notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not no later than 11:00 a.m. (1) 12:00 Noon, New York City time, three Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and (2) on no later than 12:00 Noon, New York City time, one Business Day prior thereto in the date of prepayment case of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Loans to be prepaid and, if Eurodollar Rate Loans are 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, the Interest Period(s) of such Loans. The 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 Appropriate relevant Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with (except in the case of a Eurodollar Revolving Credit Loans that are Base Rate 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. Each prepayment Optional prepayments of any outstanding Term Revolving Credit Loans pursuant to this Section 2.05(a) shall be applied ratably to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each outstanding balance of the relevant Facilities and Refinancing FacilitiesRevolving Credit Loans. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower may, upon notice to shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay the Term Loans of any Class and Revolving Credit Loans of any Class Loans, in whole or in part part, without premium or penalty penalty, by giving written notice (except as set forth below); provided that (Aor telephonic notice promptly confirmed in writing) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not no later than 11:00 a.m. (1i) in the case of any prepayment of any Eurodollar Loan, 1:00 p.m. not less than three (3) Business Days prior to any the date of such prepayment and (ii) in the case of any prepayment of Eurodollar any Base Rate Loans and (2) Loan, no later than 1:00 p.m. on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Class(es) and Type(s) principal amount of Loans to be prepaid and, if Eurodollar Rate 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. The Administrative Agent will shall promptly notify each Appropriate affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s ratable portion Pro Rata Share of any such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified therein. Any prepayment designated in such notice (subject to the occurrence of a Eurodollar Rate Loan shall be accompanied by all any condition described above), together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.8(d); provided that if a Eurodollar Loan is prepaid on a date other than the last day of an Interest Period applicable thereto, together with any additional the Borrower shall also pay all amounts required pursuant to Section 3.052.15. Each prepayment of any outstanding Term Loans made by the Borrower pursuant to this Section 2.05(a) 2.6 shall be applied to the 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 which case each such optional prepayment (or portion of any optional prepayment) 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 thereof as directed of the Term Loans in the manner specified by the Borrower (it being understood and agreed that or, if the Borrower does not so direct at specified on or prior to the time date of such optional prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such penalty, upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not no later than 11:00 a.m. (1) A.M., New York City time, three Business Days prior to any date of prepayment thereto, in the case of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereofand no later than 11:00 A.M., and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof orNew York City time, one Business Day prior thereto, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans to be or ABR Loans; provided, that if a Eurodollar Loan is prepaid and, if Eurodollar Rate Loans are to be prepaid, on any day other than the last day of the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such prepayment and notice the payment Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with (except in the case of a Eurodollar Rate Loan shall be accompanied by all Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Revolving Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in an aggregate principal amount of $1,000,000 or a minimum whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify payment pursuant to this Section on account of principal of and interest on 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 Term Loans shall be due applied as provided in Section 2.17(b). Each payment pursuant to this Section on account of principal of and payable interest on the date specified thereinRevolving Loans shall be applied as provided in Section 2.17(c). (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower may, upon notice shall have the right to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penaltyfrom time to time; provided provided, however, that (A) such notice must each partial prepayment of Revolving Loans shall be received by the Swing Line Lender in a minimum principal amount of $1,000,000 and the Administrative Agent not later than 1:00 p.m. on the date integral multiples of the prepayment$100,000 in excess thereof, and (B) any such each partial prepayment of a Swingline Loan shall be in a minimum principal amount of $100,000 or a whole multiple and integral multiples of $100,000 in excess thereof. The Borrower shall give irrevocable notice of such prepayment in writing to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable), which notice shall be at least: (i) three (3) Business Days prior to the entire proposed date of prepayment in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, (ii) one (1) Business Day prior to the proposed date of prepayment of Alternate Base Rate Loans denominated in Dollars, and (iii) four (4) Business Days prior to the proposed date of prepayment of Alternate Base Rate Loans and/or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Amounts prepaid under this Section 2.7(a) shall be applied to the outstanding Loans as the Borrower may elect; provided, that each Lender shall receive its pro rata share of any such prepayment based on its Commitment Percentage. All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty. Interest on the principal amount thereof then outstanding. Each prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such notice shall specify Loan not been prepaid or, at the date and request of the Administrative Agent, interest on the principal 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 prepaid shall be due and payable on any date that a prepayment is made hereunder through the date specified thereinof prepayment. Amounts prepaid on the Revolving Loans and Swingline Loans may be reborrowed in accordance with the terms hereof. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class 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 (except as set forth below)penalty; provided PROVIDED that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 10:00 a.m., Dallas, Texas time, (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount such Lender's Pro Rata Share of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section SECTION 3.05. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect Pro Rata Shares. Unless a Default or Event of each Default has occurred and is continuing or would arise as a result thereof any payment or prepayment of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must may be received reborrowed by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities terms and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayedconditions hereof. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower maymay at any time and from time to time prepay Revolving Credit Loans and Swingline Loans, upon in whole or in part, with irrevocable prior written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans Agent substantially in the form attached as Exhibit D (a “Notice of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (APrepayment”) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent given not later than 11:00 a.m. 1:00 p.m. (1i) three on the same Business Days prior to any date of prepayment of Eurodollar Day as each Base Rate Loans Loan and each Swingline Loan and (ii) at least two (2) on the date of prepayment of Base Business Days before each LIBOR Rate LoansLoan, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline Loans to be prepaid or a combination thereof, and, if Eurodollar Rate Loans are to be prepaidof a combination thereof, the Interest Period(s) amount allocable to each; provided that a Notice of Prepayment may state that such notice is conditioned upon the effectiveness of debt or equity issuances, in which case, such notice may be revoked by the Borrower by notice to the Administrative Agent prior to the date of such Loansproposed prepayment if such issuance is not consummated. The Upon receipt of such notice, the Administrative Agent will shall promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Revolving Credit Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinset forth in such notice. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment Partial prepayments shall be in a minimum principal an aggregate amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Base Rate Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans and $100,000 or a whole multiple of $100,000 in excess thereof, thereof with respect to Swingline Loans. A Notice of Prepayment received after 1:00 p.m. shall be deemed received on the entire principal amount thereof then outstandingnext Business Day. 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 repayment shall be due and payable on the date specified therein. (iii) Notwithstanding anything accompanied by any amount required to the contrary contained in this Agreement, the Borrower may, subject be paid pursuant to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed4.9. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (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, at any time without penalty or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of premium. Each partial prepayment of Eurodollar Floating Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans Advances shall be in a principal an aggregate amount of $1,000,000 or a whole an integral multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid andprepayment, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any ; 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 Eurodollar Rate Loan shall capital markets transaction, in which case such notice may be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed revoked by the Borrower (it being understood 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 agreed that if from time to time, in whole or in part, prepay Eurodollar Advances (subject to the Borrower does not so direct at payment of any funding indemnification amounts required by Section 3.4) upon three (3) Business Days’ prior written notice to the time 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 prepayment notice shall be applied against due and payable on the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lendersdate specified therein; provided, however, subject to Section 2.163.4, 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 Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPro Rata Shares. (iid) The Borrower may, 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), at any time without penalty or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penaltypremium; provided that (Ai) 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 (Bii) any such prepayment shall be in a minimum principal amount of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement; provided, the Borrower mayhowever, subject to Section 3.053.4, rescind any that a notice of prepayment under Section 2.05(amay 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 b e revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall condition is not be consummated or shall otherwise be delayedsatisfied. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three (3) Business Days Days’ prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans, ; (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof, ; and (C3) any prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans shall be in a principal amount of $250,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to prepaid; provided that such prepayment and notice may be prepaid, conditioned on the Interest Period(s) consummation of such Loansa financing or other transaction or any other event. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, unless such notice is conditional, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans of the relevant class under Section 2.07(a) and (b) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages Pro Rata Shares. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in respect this Agreement or any other Loan Document to the contrary, in the event that, on or prior to the date is six (6) months after the Closing Date, the Borrowers (i) make any prepayment of Term B Loans in connection with any Repricing Event or (ii) effects any amendment of this Agreement resulting in a Repricing Event, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the relevant Facilities applicable Term B Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B Loans being prepaid and Refinancing Facilities(y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B Loans outstanding immediately prior to such amendment. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower maymay elect to prepay any of the Advances, upon after giving notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable thereof to the Administrative Agent and be received the Lenders by the Administrative Agent not later than 11:00 10:00 a.m. (1Houston, Texas) three Business Days prior to any date for Adjusted Base Rate Advances, by 12:00 p.m. (Houston, Texas) for all other Advances denominated in Dollars and by 12:00 p.m. in the Applicable Time for Revolving Advances denominated in Foreign Currencies and Canadian Swingline Advances (i) on the day of prepayment of Eurodollar any Swingline Advance, (ii) at least three Business Days’ prior to the day of prepayment of any Eurocurrency Rate Loans Advances and (2iii) on the date day of prepayment of any Adjusted Base Rate LoansAdvance. Such notice shall be by telephone or facsimile, and if by telephone, confirmed promptly in writing, and must state the proposed date and aggregate principal amount of such prepayment, whether such prepayment should be applied to reduce outstanding Revolving Advances or Swingline Advances, and if applicable, the relevant Interest Period for the Advances to be prepaid. If any such notice is given, the Borrower shall prepay Advances comprising part of the same Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice, and shall also pay accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 2.8 as a result of such prepayment being made on such date; provided, however, that (Bi) any each partial prepayment of Eurodollar Eurocurrency Rate Loans Advances shall be in a an aggregate principal amount of not less than $3,000,000 and in integral multiples of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (Cii) any each partial prepayment of Adjusted Base Rate Loans Advances shall be in a an aggregate principal amount of not less than $250,000 or a whole multiple of $100,000 500,000 and in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple integral multiples of $100,000 in excess thereof, the entire (iii) each partial prepayment of Swingline Advances shall be in an aggregate principal amount thereof then outstandingof not less than $500,000, and (iv) any prepayment of an Advance shall be made in the Designated Currency in which such Advance was funded. Each such notice prepayment pursuant to this Section 2.7(b) shall specify be accompanied by accrued interest on the amount prepaid to 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 amounts, if any, required to be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject paid pursuant to Section 3.05, rescind any notice 2.8 as a result of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayedbeing made on such date. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower maymay at any time and from time to time prepay Revolving Credit Loans and Swingline Loans, upon in whole or in part, with irrevocable prior written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans Agent substantially in the form attached as Exhibit D (a “Notice of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (APrepayment”) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent given not later than 11:00 a.m. 12:00 p.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2i) on the date of prepayment of same Business Day as each Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, Loan and each Swingline Loan and (Cii) any prepayment of Base at least three (3) Business Days before each LIBOR Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof orLoan, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline Loans to be prepaid or a combination thereof, and, if Eurodollar Rate Loans are to be prepaidof a combination thereof, the Interest Period(s) amount allocable to each. Upon receipt of such Loans. The notice, the Administrative Agent will shall promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Revolving Credit Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinset forth in such notice. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment Partial prepayments shall be in a minimum principal an aggregate amount of $100,000 1,000,000 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, thereof with respect to Swingline Loans. A Notice of Prepayment received after 12:00 p.m. shall be deemed received on the entire principal amount thereof then outstandingnext Business Day. 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 repayment shall be due and payable on the date specified therein. (iii) Notwithstanding anything accompanied by any amount required to the contrary contained in this Agreement, the Borrower may, subject be paid pursuant to Section 3.055.9 hereof. Notwithstanding the foregoing, rescind any notice Notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a Prepayment delivered in connection with any refinancing of all of the Facilities Credit Facility with the proceeds of such refinancing or of any incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and Refinancing Facilities, which refinancing may be revoked by the Borrower in the event such condition is not satisfied (provided that the failure of such contingency shall not be consummated or shall otherwise be delayed. (iv) In the event that relieve the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans from its obligations in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (xthereof under Section 5.9), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (a) Subject to Section 4.4, (i) The 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 prepay any time or from time to time voluntarily prepay Borrowing of Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such notice must be penalty, in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal an aggregate amount of $1,000,000 5,000,000 or a whole higher integral multiple of $500,000 in excess thereof, and 100,000. (Cb) any Each notice of prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each any such notice, notice and of the amount of such Lender’s ratable portion 's share of such prepayment (based on upon such Lender’s Applicable Percentage 's Revolving Percentage, in respect the case of a prepayment of Revolving Loans, or Term Percentage, in the relevant Facility and Refinancing Facility)case of a prepayment of Term Loans. If any such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all , 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. Each prepayment of any outstanding Revolving Loans shall be applied to each Revolving Lender's Revolving Loans according to such Revolving Lender's Revolving Percentage. Each prepayment of Term Loans pursuant shall be applied to this Section 2.05(a) each Term Lender's Term Loans according to such Term Lender's Term Percentage and shall be applied to the installments thereof as directed by of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiespro rata. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (ia) The 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 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 respect of Term Loans under Section 2.06(b). (c) Except as provided in subsection (a) above, the Borrower may not prepay all or any portion of the principal amount of any Class and Revolving Credit Loans Competitive Bid Loan prior to the maturity thereof. (d) Upon receipt of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such a notice must be in a form reasonably acceptable of prepayment pursuant to this Section, the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s ratable portion share of such prepayment (based on and such Lender’s Applicable Percentage in respect notice shall not thereafter be revocable by the Borrower; provided, however, that a notice of the relevant Facility and Refinancing Facility). If prepayment may state that such notice is given by conditioned upon the Borrowereffectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Debt, the Borrower shall make such prepayment and the payment amount specified in which case such notice shall of prepayment may be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed revoked by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall condition is not be consummated or shall otherwise be delayedsatisfied. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower Representative may, upon notice to the Administrative Agent, at any time or from time to time voluntarily terminate Term A Commitments or Term B Commitments, in whole or in part, prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Incremental Facility). If such notice is given by the BorrowerBorrower Representative, the Borrower Representative shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower Representative (it being understood and agreed that if the Borrower Representative does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) and (b) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, on or prior to the six-month anniversary of the Acquisition Effective Date, the Borrower Representative (a) makes any prepayment of Term B Loans in connection with any Repricing Transaction, the Borrower Representative shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, a prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower Representative shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment. (ii) The Borrower Representative may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, or the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerBorrower Representative, the Borrower Representative shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower Representative may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Incremental Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower maymay at any time and from time to time prepay Revolving Credit Loans and Swingline Loans, upon in whole or in part, with irrevocable prior written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans Agent substantially in the form attached as Exhibit D (a “Notice of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (APrepayment”) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent given not later than 11:00 a.m. 12:00 p.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2i) on the date of prepayment of same Business Day as each Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, Loan and each Swingline Loan and (Cii) any prepayment of Base at least three (3) Business Days before each LIBOR Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof orLoan, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline Loans to be prepaid or a combination thereof, and, if Eurodollar Rate Loans are to be prepaidof a combination thereof, the Interest Period(s) amount allocable to each. Upon receipt of such Loans. The notice, the Administrative Agent will shall promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Revolving Credit Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinset forth in such notice. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment Partial prepayments shall be in a minimum principal an aggregate amount of $100,000 1,000,000 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, thereof with respect to Swingline Loans. A Notice of Prepayment received after 12:00 p.m. shall be deemed received on the entire principal amount thereof then outstandingnext Business Day. 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 repayment shall be due and payable on the date specified therein. (iii) Notwithstanding anything accompanied by any amount required to the contrary contained in this Agreement, the Borrower may, subject be paid pursuant to Section 3.055.9 hereof. Notwithstanding the foregoing, rescind any notice Notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a Prepayment delivered in connection with any refinancing of all of the Facilities Credit Facility with the proceeds of such refinancing or of any incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and Refinancing Facilities, which refinancing may be revoked by the Borrower in the event such condition is not satisfied (provided that the failure of such contingency shall not be consummated or shall otherwise be delayed. (iv) In the event that relieve the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans from its obligations in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (xthereof under Section 5.9), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (ia) The Borrower Issuer may, at its option, upon notice to the Administrative Agentas provided in subsection (c) below, prepay, at any time all, or from time to time voluntarily prepay Term Loans any part of, one or more series of the Series 2008-A, 2008-B or 2008-C Notes, in an amount not less than $5,000,000 in the aggregate in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. (b) The Issuer may, at its option, upon notice as provided in subsection (c) below, prepay, at any Class and Revolving Credit Loans time all, or from time to time any part of, the Series 2008-D Notes, in an amount not less than $5,000,000 in the aggregate in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus (i) if such prepayment occurs at any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on time after the date of prepayment Closing to and including March 31, 2010, three percent (3%) of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a such principal amount being prepaid or if such prepayment occurs at any time after March 31, 2010 to and including September 30, 2010, two percent (2%) of $1,000,000 or a whole multiple of $500,000 in excess thereofsuch principal amount being prepaid, and (Cii) any LIBOR Breakage Amount. (c) The Issuer will give each holder of each series of Notes to be prepaid written notice of each optional prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, under this Section 8.2 not less than ten (10) days and not more than sixty (60) days prior to the entire principal amount thereof then outstandingdate fixed for such prepayment. Each such notice shall specify such date, the date and aggregate principal amount of such prepayment and the Class(es) and Type(s) each series of Loans Notes to be prepaid andon such date, if Eurodollar Rate Loans are the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together a certificate of a Responsible Officer as to (i) with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied respect to the installments thereof Series 2008-A, 2008-B or 2008-C Notes, the estimated Make-Whole Amount due in connection with such prepayment (calculated as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time date of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on were the date of the prepayment), setting forth the details of such computation and (Bii) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loansthe Series 2008-D Notes, any additional premium payable pursuant to Section 8.2(b)(i) above (in each case prior to case, calculated as if the six (6) month anniversary date of such notice were the date of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of prepayment). Two (A2) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately Business Days prior to such amendmentprepayment, in the Issuer shall deliver to each case to the Administrative Agent, for the ratable account of each holder of the applicable Term Lendersseries of Notes being prepaid a certificate of a Responsible Officer specifying the calculation of such amounts as of the specified prepayment date, and acknowledging any LIBOR Breakage Amount owing of which the Issuer has been notified by any holder of a Series 2008-D Note.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part without premium or penalty (except as set forth below); provided that (A) such part, upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not no later than 11:00 a.m. 10:00 A.M., Eastern time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 10:00 A.M., Eastern time, one (1) three Business Days Day prior to any date thereto, in the case of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate ABR Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) proposed prepayment; provided that if a Eurodollar Loan is prepaid on any day other than the last day of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.18; provided further that if such notice of prepayment indicates that such prepayment and is to be funded with the payment proceeds of a refinancing or another specified event, and/or otherwise conditioned upon the occurrence of an event, such notice of prepayment may be revoked if the financing is not consummated or the relevant event has not occurred; provided further, that prior written notice shall not be required with respect to any prepayment of Revolving Loans or Swing Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with (except in the case of a Eurodollar Rate Loan shall be accompanied by all Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (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 the Administrative Agent (in the case of Base Rate Loans), and upon not less than three (3) Business Days' prior written notice or three (3) Business Days' prior Telephonic Notice confirmed in writing to the 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 (as the Borrower may specify to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal minimum amount of $1,000,000 or a whole multiple of $500,000 (or, if less, the aggregate outstanding principal balance) and in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple integral multiples of $100,000 in excess thereof orof 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 each casepart if, if lessafter such prepayment, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable unpaid portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower Loans shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a have aggregate minimum principal amount balances of $100,000 or a whole multiple of $100,000 in excess thereof1,000,000; and provided further that, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment prepayment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term LIBOR Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for distribution to the ratable account of each of Lenders, the applicable Term Lendersaccrued interest on such Loan required to be paid pursuant to Section 3.1.1 and any amounts required to be paid pursuant to Section 3.4.5.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Term SOFR Rate Loans and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Term SOFR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then 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 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 Rate Loans are to be prepaid, the Interest Period(s) of such Loanscondition is not satisfied. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender▇▇▇▇▇▇’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Term SOFR Rate Loan Loans shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPro Rata Shares. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (ia) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term the Revolving Loans of any Class and Revolving Credit Loans of any Class made to it, in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such penalty, upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not no later than 11:00 a.m. (1) A,M., three Business Days prior to any date of prepayment thereto, in the case of Eurodollar Rate Loans Loans, and (2) on no later than 11:00 A.M., one Business Day prior thereto, in the date of prepayment case of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans to be or Base Rate Loans; provided, that if a Eurodollar Loan is prepaid and, if Eurodollar Rate Loans are to be prepaid, on any day other than the last day of the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.14. Upon receipt of any such prepayment and notice the payment Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all , together with accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Revolving Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time in an aggregate principal amount of such prepayment, such prepayment shall be applied against the scheduled repayments $500,000 or a whole multiple of such Term Loans under Section 2.07(a) $100,000 in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiesexcess thereof. (iib) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent, at any time or and from time to time time, voluntarily prepay Term Loans any Borrowing of any Class and Revolving Credit Loans of any Class (other than Swingline Loans) in whole or in part without premium or penalty (except as set forth belowin Section 3 . 5 ) ); , provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (11 : 00 p . m . ( 1 ) three Government Securities Business Days prior to any date of prepayment of Eurodollar Rate Loans a SOFR Borrowing and (2( 2 ) on one Business Day prior to the date of prepayment of Base Rate Loans, an ABR Borrowing and (B) any each prepayment of Eurodollar 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 $500,000 $ 100 , 000 and in excess thereofmultiples of $ 50 , 000 thereafter, and (Cy) any prepayment with respect to Term Loans, minimum amounts of Base Rate Loans shall be $ 500 , 000 and in a principal amount multiples of $250,000 or a whole multiple of $100,000 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 Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any , provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of a Eurodollar Rate Loan shall other credit facilities, in which case such notice may be accompanied revoked by all accrued interest the Borrower (by written notice to the Administrative Agent on or 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 . 5 . Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a2 . 7 (a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such the Term Loans under Section 2.07(a) 2 . 6 on a ratable basis and in direct the inverse order of maturity) maturity and shall be paid to the Administrative Agent for the account of the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon written notice to the Swing Line Swingline Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penaltypenalty ; provided that (A) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. 1 : 00 p . m . on the date of the prepayment, prepayment and (B) any such prepayment shall be in a minimum principal amount of $100,000 $ 100 , 000 or a whole multiple of $100,000 $ 50 , 000 in excess thereof, thereof or the entire principal amount thereof then outstandingoutstanding . Each such notice shall specify the date and amount of such prepaymentprepayment . If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.therein . 63 NAI - 1543452693v1 1543452693v6

Optional Prepayments. (i) The Borrower may, upon notice to the 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 Term Loans of any Class and Revolving Credit Loans of any Class Advances in whole or in part without premium or penalty (except as set forth below)part, together with all amounts due pursuant to Sections 2.04(c) and 2.10; provided that (A) such notice must be in a form reasonably acceptable the Borrower shall have delivered to the Administrative Agent and be written notice of such prepayment (such notice, a “Notice of Prepayment”) in the form of Exhibit B hereto by no later than 1:00 p.m. at least one (1) Business Day prior to the day of such prepayment. Any Notice of Prepayment received by the Administrative Agent not later than 11:00 a.m. (1) three after 1:00 p.m. shall be deemed received on the next Business Days prior to any 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 Eurodollar Rate Loans and (2any Advance by the Borrower pursuant to this Section 2.05(a) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall in each case be in a principal amount of $1,000,000 or a whole multiple of at least $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire outstanding principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect Advances of the relevant Facility and Refinancing Facility)Borrower. If such notice a Notice of Prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereintherein (including, but not limited to, any Prepayment Premium or Class A Exit Fee). Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable by wire transfer of immediately available funds by 4:00 p.m. on the date specified therein. (iii) Notwithstanding anything of prepayment to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all account of the Facilities and Refinancing FacilitiesAdministrative Agent, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In will hold the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary funds on behalf of the Second Amendment Effective Date, Lenders. To the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case extent payment was made to the Administrative Agent, for the ratable account 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 applicable Term Lenderspayment amount by wire transfer to such ▇▇▇▇▇▇’s account. It is acknowledged and agreed that the Borrower, in its sole discretion, may 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 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 transfer of Collateral Receivables in connection with a term financing transaction by the Originator or an 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 funds for purposes of a voluntary prepayment received by the Administrative Agent after 4:00 p.m. shall be deemed received on the next Business Day. For the avoidance of any doubt, 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 future Advances. For the avoidance of doubt, any payments of principal made pursuant to Section 9.01(iv) or Section 9.01(vi) shall not constitute a prepayment for purposes of this Section 2.05.

Optional Prepayments. (ia) The Borrower Company may, subject to Section 7.11, at any time and from time to time, prepay any Term Loans borrowed by it which are then outstanding, in whole or in part, without premium or penalty (subject to the proviso hereto), upon at least three Working Days’ irrevocable notice to the Administrative Agent, at any time in the case of Eurodollar Loans, and one Business Day’s irrevocable notice to the Administrative Agent, in the case of Alternate Base Rate Loans, specifying (i) the date and amount of such prepayment, (ii) the principal amount to be prepaid and (iii) whether the prepayment is of Eurodollar Loans or from time Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount of prepayment allocable to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty each (except as set forth belowand, with respect to such Eurodollar Loans, each Tranche thereof); provided , provided, however, that (A) such notice must any Term Loans prepaid pursuant to this Section 7.2(a) (including as described in clause (B) below) on or before the first anniversary of the Effective Date shall be in a form reasonably acceptable to the Administrative Agent and be received accompanied by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Prepayment Fee, and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate the Term Loans in whole upon a refinancing thereof (whether with proceeds of equity or indebtedness) shall be in a principal amount deemed to be an optional prepayment. Upon receipt of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if lesssuch notice, 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 affected Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If any such notice is given by the Borrowergiven, the Borrower shall Company will make the prepayment specified therein, and such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Each partial prepayment pursuant to this Section 7.2(a) shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall comply with Section 7.7(g). Any such optional prepayment of a Eurodollar Rate Loan the Term Loans shall be applied in the direct order of maturity to the remaining installments thereof or as otherwise directed by the Company. (b) Notwithstanding anything in any Loan Document to the contrary, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Company may make optional prepayments of outstanding Term Loans at a Discount, subject to the following terms and conditions: (i) The Company may only make optional prepayments of outstanding Term Loans at a Discount (each such prepayment, a “Discounted Term Loan Prepayment”) under this Section 7.2(b). Each Discounted Term Loan Prepayment shall be financed by the Company solely from the proceeds of (A) internally generated funds (other than any Available Amount), (B) the Available Amount or (C) the Available Contribution, in each case, after giving effect to any mandatory prepayments, if any, required to be made from such proceeds under Section 7.3 or the Multi-Currency Credit Agreement; provided, however, that no Discounted Term Loan Prepayment shall be made unless the sum of (x) the “Excess Availability” (as defined in the Multi-Currency Credit Agreement) and (y) the amount of all cash and Cash Equivalents that would, in conformity with GAAP, be included in “total current assets” (or like caption) on a consolidated balance sheet of the Company and its Subsidiaries at such time in excess of $20,000,000 (less any amount that constitutes a Cure Amount or a Multi-Currency Credit Agreement Cure Amount) is equal to or greater than $60,000,000 at the time such prepayment is made. The Company shall not initiate any actions under this Section 7.2(b) to make a Discounted Term Loan Prepayment unless (A) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment and (B) at least three (3) Business Days shall have passed since (1) the date on which the Company was notified that no Lender was willing to accept any Discounted Term Loan Prepayment or (2) in the case of a Prepayment Discount Solicitation, the date of the Company’s election not to accept any Offered Discounts and not to make a Discounted Term Loan Prepayment. (ii) The Company may, from time to time, offer to make a Discounted Term Loan Prepayment through a (A) Specified Discount Prepayment Offer, (B) Discount Range Prepayment Offer or (C) Prepayment Discount Solicitation by providing the Administrative Agent with three (3) Business Days’ written notice (a “Discounted Prepayment Notice”); provided, however, that (1) any such offer shall be made available to each Lender and (2) each such offer shall remain outstanding through the Response Time. The Administrative Agent will promptly provide each Lender with a copy of such Discounted Prepayment Notice and a form of response (a “Response”) to be completed and returned by each Lender to the Administrative Agent (or its delegate) by no later than 5:00 p.m., New York time, on the third Business Day after the date of delivery of such notice to the Lenders (the “Response Date” and such time on such date, the “Response Time”). At any time prior to the receipt of the first Response from an Accepting Lender, the Company, by written notice to the Administrative Agent, may revoke any Specified Discount Prepayment Offer or any Discount Range Prepayment Offer in full (but not in part). From and after the receipt of the first Response from an Accepting Lender, such offer shall become irrevocable. (iii) Each Lender shall deliver to the Administrative Agent (or its designated delegate) the Response on or prior to the Response Time. Each such Response shall specify (A) whether or not such Lender agrees to accept the prepayment of any of its then outstanding Term Loans, and (B) in the case of any Accepting Lender, (1) the Accepted Prepayment Amount, (2) in the case of a Discount Range Prepayment Offer, the Discount (within the Discount Range) at which such Lender is willing to accept such prepayment (the “Accepted Discount”) and (3) in the case of a Prepayment Discount Solicitation, the Discount at which such Lender is willing to offer to accept such prepayment (the “Offered Discount”). Each Response delivered by an Accepting Lender shall be irrevocable. Any Lender whose Response is not received by the Administrative Agent by the Response Time shall be deemed to have declined to accept such Discounted Term Loan Prepayment. (iv) In the case of any Specified Discount Prepayment Offer, if there is at least one Accepting Lender, the Company shall pay each Accepting Lender its Accepted Prepayment Amount at the Specified Discount on the Discounted Prepayment Effective Date; provided, however, that, if the sum of the Accepted Prepayment Amounts of all Accepting Lenders exceeds the Offered Prepayment Amount, such prepayment shall be made to the Accepting Lenders on a pro rata basis in accordance with their respective Accepted Prepayment Amounts, as calculated (subject to any rounding requirements) by the Administrative Agent in its sole reasonable discretion in consultation with the Company. (v) In the case of any Discount Range Prepayment Offer, the Company shall pay each Qualifying Lender its Accepted Prepayment Amount at the Applicable Discount on the Discounted Prepayment Effective Date; provided, however, that, if the sum of the Accepted Prepayment Amounts of all Qualifying Lenders exceeds the Offered Prepayment Amount, such prepayment shall be made to the Qualifying Lenders on a pro rata basis in accordance with their respective Accepted Prepayment Amounts, as calculated (subject to any rounding requirements) by the Administrative Agent in its sole reasonable discretion in consultation with the Company. Each Qualifying Lender shall be deemed to have irrevocably consented to the prepayment of its Accepted Prepayment Amount (subject to any reduction required based on the pro rata calculation above) at the Applicable Discount. (vi) In the case of any Prepayment Discount Solicitation, within three Business Days after the Response Date (the “Election Date”), the Company shall deliver to the Administrative Agent an irrevocable written notice from a Responsible Officer, in form reasonably satisfactory to the Administrative Agent (an “Election Notice”), indicating whether the Company has elected (A) to make a Discounted Term Loan Prepayment at the Applicable Discount or (B) to reject all Offered Discounts and not to make a Discounted Term Loan Prepayment. If the Company fails to deliver an Election Notice on or prior to the Election Date, the Company shall be deemed to have rejected all Offered Discounts and elected not to make a Discounted Term Loan Prepayment. If the Company has delivered an Election Notice electing to make a Discounted Term Loan Prepayment, the Company shall pay each Qualifying Lender its Accepted Prepayment Amount at the Applicable Discount on the Discounted Prepayment Effective Date; provided, however, that, if the sum of the Accepted Prepayment Amounts of all Qualifying Lenders exceeds the Offered Prepayment Amount, such prepayment shall be made to the Qualifying Lenders on a pro rata basis in accordance with their respective Accepted Prepayment Amounts, as calculated (subject to any rounding requirements) by the Administrative Agent in its sole reasonable discretion in consultation with the Company. Each Qualifying Lender shall be deemed to have irrevocably consented to the prepayment of its Accepted Prepayment Amount (subject to any reduction required based on the pro rata calculation above) at the Applicable Discount. (vii) Promptly after the Response Date (or, in the case of any Prepayment Discount Solicitation, the Election Date), the Administrative Agent shall notify each Lender and the Company of (A) (1) the Discounted Prepayment Effective Date, (2) in the case of a Discount Range Prepayment Offer or a Prepayment Discount Solicitation, the Applicable Discount, (3) the aggregate principal amount of all Term Loans to be prepaid (the “Total Discounted Prepayment Amount”) and (4) in the case of each Accepting Lender, the principal amount of its Term Loans to be prepaid or (B) in the case of a Prepayment Discount Solicitation, the Company’s election to reject all Offered Discounts and not to make a Discounted Term Loan Prepayment. Each determination by the Administrative Agent of the foregoing amounts and the Applicable Discount shall be conclusive and binding for all purposes absent manifest error. The Total Discounted Prepayment Amount shall be due and payable by the Company on the Discounted Prepayment Effective Date in accordance with Section 7.2(b)(viii) below. (viii) All prepayments made under this Section 7.2(b) shall be (A) deemed to prepay the principal amount of the applicable Term Loans at par and (B) accompanied by all accrued and unpaid interest on the par amount prepaidso repaid up to, together but not including, the Discounted Prepayment Effective Date. Any such optional prepayment of the Term Loans shall be applied in the direct order of maturity to the remaining installments thereof or as otherwise directed by the Company. (ix) In connection with any additional amounts required Discounted Term Loan Prepayment, the Company and the Lenders acknowledge and agree that the Administrative Agent may require as a condition to any Discounted Term Loan Prepayment, the payment to the Administrative Agent of customary fees and expenses from the Company in connection therewith. To the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be consummated pursuant to procedures consistent with the provisions in this Section 3.057.2(b) and established by the Administrative Agent acting in its sole reasonable discretion in consultation with the Company. (x) Each of the Company and the Lenders acknowledges and agrees that Administrative Agent may perform any and all of its duties under this Section 7.2(b) by itself or through any Affiliate of the Administrative Agent and expressly consents to any such delegation of duties by the Administrative Agent to such Affiliate and the performance of such delegated duties by such Affiliate. Each The exculpatory and indemnification provisions pursuant to this Agreement and the other Loan Documents shall apply to each Affiliate of the Administrative Agent and its activities in connection with any Discounted Term Loan Prepayment provided for in this Section 7.2(b) as well as the activities of the Administrative Agent. (xi) Except as previously disclosed in writing to the Administrative Agent and the Lenders, the Company represents and warrants, as of the date of each offer, solicitation or prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 7.2(b), that the Company does not have any material non-public information with respect to the installments thereof as directed by the Borrower Company, Revlon or its Subsidiaries or debt or equity securities that (it being understood and agreed that if the Borrower does a) has not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid been disclosed to the Appropriate LendersLenders (other than because such Lenders do not wish to receive material non-public information with respect to the Company, subject Revlon or its Subsidiaries or securities) prior to Section 2.16such time and (b) could reasonably be material to, in accordance with their respective Applicable Percentages in respect of each or have a material effect upon, a Lender’s decision to accept or reject a Discounted Term Loan Prepayment or its determination of the relevant Facilities and Refinancing FacilitiesAccepted Discount or Offered Discount. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iiic) Notwithstanding anything to the contrary contained in this AgreementSection 7.2, the Borrower may, subject to Section 3.05, Company may rescind any notice of prepayment delivered under Section 2.05(a7.2(a) if or 7.2(b) above in the event (i) such prepayment would have resulted from is anticipated to be effected by a refinancing resulting in Full Satisfaction of all of the Facilities Payment Obligations and Refinancing Facilities, which refinancing (ii) the Company provides notice to the Administrative Agent on or before the date such prepayment shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loansbecome due, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case form and substance reasonably satisfactory to the Administrative Agent, for detailing such proposed refinancing and the ratable account of each of the applicable circumstances causing such refinancing to be delayed or not to occur. (d) The Company shall not have any right to prepay any Term LendersLoan, except as provided in this Section 7.2.

Optional Prepayments. (ia) The Borrower may, upon notice to the Administrative Agent, Borrowers may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Prime Rate Loans, in whole or in part part, without premium or penalty, subject to the provisions of 4.6. (b) 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 (except as set forth belowsubject to the provisions of subsections 4.7 and 4.17); provided that , upon at least three (A3) such Business Days' notice to the Agent (which notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) 11:00 A.M., Charlotte, North Carolina time, on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans upon which such notice is due and shall be irrevocable by the Borrowers except in a principal amount connection with prepayments that are contingent on Net Proceeds to the extent of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (Csuch contingency) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of prepayment. Upon receipt of any such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaidnotice, the Interest Period(s) of such Loans. The Administrative Agent will shall promptly notify each Appropriate Lender and the Borrowers of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)consent or its rejection thereof. If any such notice is given by the BorrowerBorrowers and not withdrawn or rejected prior to the date upon which such payment is made, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required payable pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiessubsection 4.17. (iic) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment Partial prepayments shall be in a minimum an aggregate principal amount of $100,000 or a whole an integral multiple of $100,000 thereof or in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid outstanding Loans. (d) For so long as no Default or (B) in the case Event of clause (y)Default has occurred and is continuing, the aggregate amount Borrowers may elect the application of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case prepayments to the Administrative AgentFacilities made pursuant to this subsection 4.3, for provided that unless the ratable account Borrowers otherwise elect, the application of prepayments under each of the applicable Term LendersFacility made pursuant to this subsection 4.3 shall be made, first, to Prime Rate and second, to Eurodollar Loans.

Optional Prepayments. (i) The Borrower mayshall have the right to prepay any Borrowing, upon notice to the Administrative Agentwithout premium or penalty, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium at any time and from time to time. Prepayments of Loans under this Section 5.1(a) or penalty under Section 5.1(b) shall be subject to the following conditions: (except as set forth below); provided that (Aa) such notice must be in a form reasonably acceptable to the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be received prepaid, which notice shall be given by the Administrative Agent not Borrower no later than 11:00 10:00 a.m. (1New York time) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment made in accordance with this Section 5.1(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 Base Rate 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 (Bc) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term LIBOR Loans pursuant to this Section 2.05(a5.1(a) or Section 5.1(b) on any day other than the last day of an LIBOR Period applicable thereto shall be applied subject to the installments thereof as directed compliance by the Borrower (it being understood and agreed with the applicable provisions of Section 2.11; provided further that if the Borrower does not so direct at the time of such prepaymentBorrower’s election in connection with any prepayment pursuant to this Section 5.1(a), such prepayment shall not be applied against the scheduled repayments to any Loan of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiesa Defaulting Lender. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (ia) The Borrower mayUpon notice as provided in Section 2.3, upon notice to the Administrative AgentCompany may prepay the Notes, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be part, at any time, in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent an amount not later less than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans$1,000,000, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole an integral multiple of $100,000 in excess thereof oror such lesser amount as shall constitute payment in full of the Notes, provided that a prepayment pursuant to this Section 2.2(a) shall be made only in conjunction with the contemporaneous pro rata prepayment of the 6.01% Notes. Each such prepayment shall be at a price of 100% of the principal amount to be prepaid, plus interest accrued thereon to the date of 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 caseholder of a Note of the Change of Control, if lessaccompanied 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 more than 45 calendar days after the effective date of such 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 Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower interest accrued thereon shall make such prepayment and the payment amount specified in such notice shall be become due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount day specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case Company's notice. Not earlier than 7 calendar days prior to the six (6) month anniversary date fixed for prepayment, the Company shall give written notice to each holder of those holders who have given notices of acceptance of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.Company's offer and

Optional Prepayments. (i) The Borrower i. Co-Borrowers may, at their option, upon five Banking Days’ written notice to Administrative Agent (which notice may state that it is conditioned upon the effectiveness of another credit facility or facilities or other agreement(s) providing the source of funds for such Optional Prepayment, in which case such notice may be revoked by Co-Borrowers by providing written notice to Administrative AgentAgent at least one Banking Day prior to the proposed date of the Optional Prepayment if one or more of such conditions is not satisfied), at prepay (A)(i) any time Construction Loans in whole or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount minimum amounts of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole an incremental multiple of $100,000 in excess thereof or(provided that such minimum amounts shall not apply to a prepayment of all outstanding Construction Loans) or (ii) any Term Loans in whole or from time to time in part in minimum amounts of $1,000,000 or an incremental multiple of $100,000 in excess thereof (provided that such minimum amounts shall not apply to a prepayment of all outstanding Term Loans) (each, in each case, if lessan “Optional Prepayment”) plus (B) solely to the extent such Optional Prepayment occurs on or prior to the Call Premium Outside Date, the entire principal amount thereof then outstandingCall Premium determined for the prepayment date with respect to such Loan amount. Each such notice shall specify such prepayment date, the date and aggregate principal amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid on such prepayment date and the interest to be paid on such prepayment date with respect to such principal amount being prepaid, and, if Eurodollar Rate Loans are to be prepaidapplicable, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment a certificate of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied a Responsible Officer as to the installments thereof estimated Call Premium due in connection with such prepayment (calculated as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time date of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on were the date of the prepayment), and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, setting forth the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount details 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 thereincomputation. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (ia.) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth otherwise provided in clause (b) below); , upon irrevocable notice (except as otherwise provided that in clause (Aa)(iii) such notice must be in a form reasonably acceptable below) delivered to the Administrative Agent and be received by the Administrative Agent not no later than 11:00 a.m. (1) A.M., New York City time, three Business Days prior to any date of prepayment thereto (or such later time as the Administrative Agent may permit in its sole discretion) in the case of Eurodollar Rate Loans and no later than 11:00 A.M., New York City time, one Business Day prior thereto (2or such later time as the Administrative Agent may permit in its sole discretion) on in the date of prepayment case of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment, whether such prepayment is of Term Loans or Revolving Credit Loans, and whether such prepayment is of Eurodollar Loans or Base Rate Loans; provided, that (i) if a Eurodollar Loan is prepaid on any day other than the Class(es) and Type(s) last day of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.21, (ii) no prior notice is required for the prepayment of Swing Line Loans and (iii) if such a notice of prepayment and expressly states that such notice is conditioned upon the payment effectiveness of other credit facilities or the closing of a specified transaction, 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. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with (except in the case of a Eurodollar Revolving Credit Loans that are Base Rate Loan shall be accompanied by all Loans and Swing Line Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or such lesser amount or integral to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time repay such Loan in full). Partial prepayments of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment Revolving Credit Loans shall be in a minimum an aggregate principal amount of $100,000 or a whole multiple of $100,000 50,000 in excess thereof, the entire principal thereof (or such lesser amount thereof then outstanding. Each or integral to repay 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 Loan in such notice shall be due and payable on the date specified thereinfull). (iiib.) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the The Borrower shall owe and pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each applicable New Incremental Loan Lender, any then-applicable Applicable New Incremental Loan Premium, which shall be due and payable in connection with (i) any voluntary prepayment pursuant to this Section 2.11, (ii) any mandatory prepayment pursuant to Section 2.12 (other than pursuant to Section 2.12(c) (Excess Cash Flow)) and (iii) any acceleration, including, without limitation, pursuant to Section 8, in each case in respect of any New Incremental Loans being paid, repaid, prepaid or accelerated, and including, without limitation, as a result of the restructuring, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any insolvency proceeding. In the event that (i) the Borrower makes any voluntary prepayment pursuant to this Section 2.11, or makes any mandatory prepayment pursuant to Section 2.12 (other than pursuant to Section 2.12(c) (Excess Cash Flow)), of Initial Term Loans on or prior to the one-year anniversary of the Amendment No. 2 Effective Date or (ii) the Initial Term Loans are accelerated prior to the one-year anniversary of the Amendment No. 2 Effective Date, including, without limitation, pursuant to Section 8, and including, without limitation, as a result of the restructuring, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any insolvency proceeding, then the Applicable Premium shall be due and payable and the Borrower shall owe and pay the Applicable Premium to the Administrative Agent, for the ratable account of each applicable Lender, in respect of the Initial Term LendersLoans so paid, repaid, prepaid or accelerated. IT IS UNDERSTOOD AND AGREED THAT IF THE INITIAL TERM LOANS OR THE NEW INCREMENTAL LOANS ARE ACCELERATED OR OTHERWISE BECOME DUE (EXCLUDING ANY PREPAYMENT DUE PURSUANT TO SECTION 2.12(C)) PRIOR TO THEIR MATURITY DATE, INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY EVENT OF DEFAULT DESCRIBED UNDER SECTION 8(F), THE APPLICABLE PREMIUM AND/OR THE APPLICABLE NEW INCREMENTAL LOAN PREMIUM, IF ANY, AS THE CASE MAY BE, WILL ALSO AUTOMATICALLY BE DUE AND PAYABLE (TO THE EXTENT OTHERWISE APPLICABLE TO A PAYMENT OR PREPAYMENT ON SUCH DATE) AS THOUGH THE INITIAL TERM LOANS AND/OR THE NEW INCREMENTAL LOANS WERE BEING VOLUNTARILY PAID, PREPAID OR REPAID AND SHALL CONSTITUTE PART OF THE OBLIGATIONS WITH RESPECT TO THE LOANS. The Applicable Premium and/or Applicable New Incremental Loan Premium payable in accordance with the immediately preceding sentence shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and the LOAN PARTIES agree that it is reasonable under the circumstances AND WILL NOT BE DEEMED TO CONSTITUTE A PENALTY. TO THE FULLEST EXTENT PERMITTED BY LAW, THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM AND/OR APPLICABLE NEW INCREMENTAL LOAN PREMIUM. The Loan Parties expressly acknowledge that their agreement to pay the Applicable Premium and/or the Applicable New Incremental Loan Premium as herein described is a material inducement to the Lenders to fund or continue, as applicable, the New Incremental Loans or the Initial Term Loans. (c.) Notwithstanding anything in this Agreement (including but not limited to Sections 2.8 and 2.18 (which provisions shall not be applicable to any redemptions, repurchases or repayments or prepayments of any Term Loan for cash pursuant to this Section 2.11(c))) or in any other Loan Document to the contrary, but subject to Section 2.11(e), so long as no Event of Default has occurred and is continuing, the Borrower may prepay the outstanding Term Loans or Extended Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon acquisition by the Borrower) on the following basis: i. The Borrower shall have the right to make a voluntary prepayment of Term Loans or Extended 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 Loan Prepayment”), in each case made in accordance with this Section 2.11(c).

Optional Prepayments. (i) The At its option, the Borrower may, in the case of Base Rate Loans, upon one (1) Business Day’s notice to the Administrative Agent, at prepay such Loans in any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class Borrowing in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be part, in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole an integral multiple of $500,000 in excess thereof, and or in whole or, in the case of LIBOR Loans, upon three (C3) Business Days’ notice to the Administrative Agent, prepay such Loans in any prepayment of Base Rate Loans shall be Borrowing in part, in a minimum principal amount of $250,000 3,000,000 or a whole an integral multiple of $100,000 500,000 in excess thereof orthereof, or in each case, if less, the entire principal amount thereof then outstandingwhole. Each such notice shall specify the date and amount of such prepayment, provided that if such prepayment and is on any day other than the Class(es) and Type(s) last day of Loans the Interest Period applicable to be prepaid and, if Eurodollar Rate Loans are to be prepaidsuch LIBOR Loan, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of Borrower shall be subject to the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)payments required by Section 2.13. 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 prepayment If no Default or Event of a Eurodollar Rate Loan shall be accompanied by Default has occurred and is continuing, all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to prepayments under this Section 2.05(a2.06(b) which are applied to reduce the principal amount of the Loans shall be applied to the installments thereof Loans as directed by the Borrower (it being understood and agreed that if Borrower. If the Borrower does not so fails to direct at the time application of any such prepaymentprincipal prepayments or if a Default has occurred and is continuing, such prepayment principal prepayments shall be applied against first, to the scheduled repayments payment of such Term the then outstanding Swing Line Loans, then to the payment of Revolving Loans under Section 2.07(a) and then to Cash Collateralize the Obligations in direct order an amount equal to the Effective Amount of maturity) the L/C Obligations and shall be paid in any case, to the Appropriate Lendersextent possible, subject be first applied to Section 2.16prepay Base Rate Loans and then if any funds remain, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiesto prepay LIBOR Loans. (ii) The At its option, the Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (ia) The Borrower may, upon notice to shall have the Administrative Agent, right at any time or its option from time to time voluntarily to prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loan in whole or in part on the dates set forth below without premium or penalty (except as set forth below); provided that below or in subsection 3.12(b) hereof): (Ai) such notice must be on the last day of the applicable LIBOR Interest Period; (ii) on the date specified in a form reasonably acceptable notice by the Lender pursuant to subsection 3.4; or (iii) on any other Business Day, provided, if the portion of the Loan being prepaid is subject to a LIBOR Option, such prepayment is accompanied by an amount sufficient to compensate the Lender pursuant to subsection 3.12(b). Whenever the Borrower desires to prepay any part of the Loan, it shall provide a prepayment notice to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. Lender at least three (13) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loanssetting forth the date, (B) any prepayment of Eurodollar Rate Loans which shall be in a Business Day, on which the proposed prepayment is to be made, and the total principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereofsuch prepayment, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each provided however that such notice shall specify be revocable by Borrower up to one Business Day prior to the date and amount prepayment date. (b) The Lender agrees that upon the occurrence of such prepayment and the Class(es) and Type(s) of Loans any event giving rise to be prepaid andincreased costs or other special payments under Section 3.4 or 3.12(a), it will, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given requested by the Borrower, use reasonable efforts (subject to overall policy considerations of the Lender) to designate another lending office for any portion of the Loan affected by such event, provided that such designation is made on such terms that the Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing is this subsection 3.9(b) shall affect or postpone any of the obligations of the Borrower shall make such prepayment and or the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each rights of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (ia) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term the Loans of any Class (and Revolving Credit Loans of under any Class of Revolving Commitments selected by the Borrower), in whole or in part part, without premium or penalty penalty, upon notice in such form as may be approved by the Administrative Agent (except including any form on an electronic platform or electronic transmission system as set forth belowshall be approved by the Administrative Agent); provided that (A) such notice must be in , appropriately completed and signed by a form reasonably acceptable Responsible Officer, delivered to the Administrative Agent and be received by the Administrative Agent not no later than 11:00 a.m. (1) 1:00 P.M., New York City time, at least three Business Days prior to any date thereto in the case of prepayment of Eurodollar Rate Term SOFR Loans and (2) no later than 1:00 P.M., New York City time, at least one Business Day prior thereto in the case of ABR Loans, which notice shall specify the date and amount of prepayment, the Class of Loans being prepaid and whether the prepayment is of Term SOFR Loans or ABR Loans; provided, that if a Term SOFR 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 2.18. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of prepayment Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Base Rate Loans, (BTerm Loans and Revolving Loans pursuant to this Section 2.8(a) any prepayment shall be in an aggregate principal amount of Eurodollar Rate $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in a 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 event), 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 Loans of any Class (or Revolving Loans under any Revolving Commitments, as the case may be) pursuant to this Section 2.8(a) shall be applied to the Loans of such Class (or the Revolving 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”) either (x) purchasing directly from Lenders at the Borrower’s sole discretion pursuant to Section 10.6(g) or (y) 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) any 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) To the extent the Borrower seeks to make an Offered Voluntary Prepayment pursuant to Section 2.8(b)(i)(y), the Borrower will provide written notice from a Responsible Officer of 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 Base Rate Loans shall be in a par of the principal amount of $250,000 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 whole multiple “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 $100,000 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 excess thereof orrespect 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 each caseconsultation 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 lessthe Borrower has selected a single percentage pursuant to Section 2.8(b)(ii) for the Offered Voluntary Prepayment or (B) otherwise, the entire 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 thereof then outstandingof 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 such prepayment the Offered Voluntary Prepayment and the Class(es) and Type(s) Applicable Price determined by the Administrative Agent. Upon receipt of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaidany Offered Voluntary Prepayment Notice, the Interest Period(s) of such Loans. The Administrative Agent will shall promptly notify each Appropriate relevant Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If such notice any Offered Voluntary Prepayment Notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Price on the applicable Term Loans, on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (iivi) The Borrower mayPrior to the delivery of an Offered Voluntary Prepayment Notice, upon written notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, Borrower may withdraw its offer to make an Offered Voluntary Prepayment pursuant to any Offered Prepayment Option Notice and (B) any such prepayment shall be Lender may withdraw its offer to participate in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinany Offered Voluntary Prepayment pursuant to any Lender Participation Notice. (iiivii) Notwithstanding anything to To the contrary contained in this Agreementextent not expressly provided for herein, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing each Offered Voluntary Prepayment shall not be consummated or shall otherwise be delayed. pursuant to reasonable procedures (ivincluding as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Price in accordance with Section 2.8(b)(iii) In above) established by the event Administrative Agent in consultation with the Borrower. It is understood and agreed that the Borrower may employ a financial institution or other advisor (xwhether or not an affiliate of the Administrative Agent) makes any prepayment of any Second Amendment Effective Date Term Loans to act as an arranger in connection with any Repricing Transaction 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 (y) effects through any amendment 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 resulting in a Repricing Transaction with respect shall apply to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary Affiliate of the Second Amendment Effective Date, the Borrower shall pay a premium Administrative Agent and its respective activities in an amount equal to 1.00% connection with any Offered Voluntary Prepayment provided for in this Section 2.8 as well as activities of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent. Notwithstanding anything set forth herein, for the ratable account 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 each of the applicable Term Lenderssuch auction.

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) The Borrower mayCommon 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 given as provided in Section 6, the Administrative AgentCompany 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 Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as be prepaid if the conditions set forth below); provided that in clauses (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2ii) on of paragraph (a) above have been satisfied. Any prepayments of the date principal of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans 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 $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof 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 Class(es) and Type(s) of Loans all Notes so to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice together with interest accrued thereon to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of fixed for such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part without premium or penalty (except as set forth below); provided that (A) such part, upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) at least three Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and (2) on at least one Business Day prior thereto in the date of prepayment case of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans to be or Base Rate Loans; provided, that if a Eurodollar Loan is prepaid and, if Eurodollar Rate Loans are to be prepaid, on any day other than the last day of the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.21; and provided, further that Swing Line Loans may be prepaid on the same day as such prepayment and notice. Upon receipt of any such notice the payment Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with (except in the case of a Eurodollar Revolving Credit Loans which are Base Rate Loan shall be accompanied by all Loans and Swing Line Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Loans pursuant to this Section 2.05(a) and Revolving Credit Loans shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time in an aggregate principal amount of such prepayment, such prepayment shall be applied against the scheduled repayments $1,000,000 or a whole multiple thereof. Partial prepayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum an aggregate principal amount of $100,000 or a whole multiple thereof. Prepayments of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower mayTerm Loans shall, subject to Section 3.05, rescind the right of each Term Loan Lender to decline all or any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment portion of any Second Amendment Effective Date Term Loans optional prepayment applicable thereto pursuant to Section 2.18(d), be in connection with any Repricing Transaction or the amounts set forth below during the periods set forth below: Prepayment Amount (y) effects any amendment of this Agreement resulting in expressed as a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (APeriod Principal Amount) in the case of clause (x)------ ---------------------- August 17, the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y)1998 to August 17, the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior 1999 102% August 18, 1999 to such amendmentFebruary 18, in each case to the Administrative Agent2000 101% February 19, for the ratable account of each of the applicable Term Lenders.2000 and Thereafter 100%

Optional Prepayments. (i) The Borrower may, upon (x) at least one (1) Business Day’s notice to the Administrative Agent (except in the case of Swingline Advances in which case advance notice is not required), prepay Floating Rate Advances or (y) at least (i) one (1) U.S. Government Securities Business Days’ notice to the Administrative Agent, at any time prepay Daily SOFR Advances or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that ii) two (A2) such U.S. Government Securities Business Days’ notice must be in a form reasonably acceptable to the Administrative Agent Agent, prepay Term SOFR Advances, which notice shall specify the date and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date amount of prepayment and whether the prepayment is of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate 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 (Bi) any partial prepayment of Eurodollar Rate Loans under this Subsection shall be in a principal an amount of not less than $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingand; (ii) any Term SOFR Advance prepaid on any day other than a Payment Date must be accompanied by any amounts payable pursuant to Section 3.4. Each Upon receipt of any 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 shall promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required payable pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities3.4. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (ia) The Each Borrower may, upon notice to the Administrative Agent, may at any time or anytime and from time to time voluntarily prepay Term the Loans of any Class and Revolving Credit Loans of any Class (other than Multicurrency Loans) outstanding to such Borrower, in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such penalty, upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) A.M., New York City time, three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment prepayment, in the case of Base Rate Eurocurrency Loans denominated in Dollars, and not later than 11:00 A.M., New York City time, one Business Day prior to the date of prepayment, in the case of ABR Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of 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 Rate Loans are to be prepaid, without the Interest Period(s) relevant Lenders’ prior consent. Upon receipt of any such Loans. The notice the Administrative Agent will shall promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with (except in the case of a Eurodollar Rate Loan shall be accompanied by all Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Dollar Revolving Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in an aggregate principal amount of $3,000,000 or a minimum 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 $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify prepayment) specifying the date and amount of such prepayment. Upon receipt of any such notice the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject together with any amounts payable pursuant to Section 3.05, rescind any notice 2.26 and accrued interest to such date on the amount prepaid. Partial prepayments of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing Multicurrency Loans shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an minimum principal amount equal to 1.00% of (Aw) £1,000,000 or a whole multiple of £100,000 in excess thereof, in the case of clause Multicurrency Loans denominated in Sterling, (x)) €1,000,000 or a whole multiple or €100,000 in excess thereof, the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause Multicurrency Loans denominated in Euros, (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment) C$1,000,000 or a whole multiple or C$100,000 in excess thereof, in each the case to 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 Administrative Agent, for the ratable account case of each of the applicable Term LendersMulticurrency Loans denominated in Yen.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part Committed Loans without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 10:00 a.m., New York, New York time, (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the one Business Day prior to any date of prepayment of Base Rate Committed Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to Prepayments provided for in this Section 2.05(a2.03(a) shall be applied to the installments thereof as directed by the Borrower follows: (it being understood and agreed that if the Borrower does not so direct at the time x) first, as a payment of such prepaymentall L/C Borrowings then outstanding, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) until paid in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepaymentfull, and (By) any such prepayment shall be in second, as the Borrower may direct (subject to clause (e) below). Unless a minimum principal amount Default or Event of $100,000 Default has occurred and is continuing or would arise as a whole multiple of $100,000 in excess result thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount any payment or prepayment of such prepayment. If such notice is given Committed Loans may be reborrowed by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything subject to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities terms and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayedconditions hereof. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower Borrowers may, upon notice delivery to the Administrative AgentAgent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Committed Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty, subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent, (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate RateTerm SOFR Loans and (2) on the date of prepayment of Base Rate Loans, ; (B) any prepayment of Eurodollar Rate RateTerm SOFR Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof, ; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 10,000 or a whole multiple of $100,000 5,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate RateTerm SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that any notice of prepayment in full of the Committed Loans may provide that prepayment is conditioned upon the consummation of a refinancing. Any prepayment of a Eurodollar Rate Rateany Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.18, each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Committed Loans of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages. (ii) The Borrower Borrowers may, upon notice delivery to the Swing Line Lender of a Notice of Loan Prepayment (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 that, unless otherwise agreed by the Swing Line Lender, (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 50,000 or a whole multiple of $100,000 50,000 in excess thereofhereof (or, if less, 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 BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to . Any prepayment of principal shall be accompanied by all accrued interest on the contrary contained in this Agreementamount prepaid, the Borrower may, subject together with any additional amounts required pursuant to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower maySubject to subsection 4.15, upon the Borrowers may at any time and from time to time prepay Loans, in whole or in part, without premium or penalty, by irrevocable written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to Agent by 12:00 noon on the Administrative Agent and be received by Business Day preceding the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any proposed date of prepayment in the case of Eurodollar Rate Loans and (2) on the date of prepayment of Alternate Base Rate Loans, (B) any and by 12:00 noon on the third Business Day preceding the proposed date of prepayment in the case of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof orLoans, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify case specifying the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Revolving Credit Loans to or Term Loans; provided that if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by subsection 4.3(a), then such notice of prepayment may be prepaid and, revoked if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) such notice of termination is revoked in accordance with subsection 4.3(a). Upon receipt of such Loans. The notice the Administrative Agent will shall promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If such notice is given by the Borrowergiven, the Borrower Borrowers shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified therein. Any prepayment Partial prepayments of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment subsection 4.4 shall be in a minimum an aggregate principal amount equal to the lesser of (a) (i) $100,000 1,000,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Eurodollar Loans or (ii) $500,000 or a whole multiple Table of Contents of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (b) the aggregate unpaid principal amount of the Term Loans, in each case prior . Partial prepayments of Revolving Credit Loans pursuant to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower this subsection shall pay a premium be in an aggregate principal amount equal to 1.00% the lesser of (Aa) (i) $1,000,000 or a whole multiple of $100,000 in excess thereof with respect to Eurodollar Loans or (ii) $500,000 or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (b) the aggregate unpaid principal amount of the Revolving Credit Loans (or the aggregate unpaid principal amount of Revolving Credit Loans maintained as Alternate Base Rate Loans (in the case of clause a prepayment of such Revolving Credit Loans) or as Eurodollar Loans with a single Interest Period (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (ya prepayment of such Revolving Credit Loans)), as the aggregate amount case may be. Prepayments of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior pursuant to such amendment, this subsection 4.4 shall be applied in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lendersaccordance with subsection 4.7.

Optional Prepayments. (i) The Borrower Subject to Section 4.04, the Company may, upon notice to the 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 Term Revolving Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium part, in minimum amounts of $2,000,000 (in the case of Offshore Rate Loans) or penalty $1,000,000 (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment case of Base Rate Loans, (B) or in each case any prepayment of Eurodollar Rate Loans shall be in a principal amount multiple of $1,000,000 in excess thereof and ratably prepay Term Loans in whole or a whole in part, in minimum amounts of $2,000,000 or any multiple of $500,000 1,000,000 in excess thereof, and (C) ; 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 Base Rate Loans shall be in Default then exists or would occur as a principal amount result of $250,000 or a whole multiple such prepayment. Such notice of $100,000 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 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 any such notice, and of the amount such Lender's Pro Rata Share of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all , 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. Each prepayment Optional prepayments of any outstanding Term Loans pursuant made prior to this Section 2.05(a) the Draw Period Termination Date shall be applied to reduce the installments thereof as directed by outstanding principal amount of the Borrower (it being understood and agreed that if Term Loans. Optional prepayments of Term Loans made after the Borrower does not so direct at the time of such prepayment, such prepayment Draw Period Termination Date shall be applied against to reduce the scheduled repayments installments of principal set forth in Section 2.08(a) (as such Term Loans under Section 2.07(ainstallments may have been previously reduced) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitieson a pro rata basis. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (ia) The Borrower Subject to Section 4.04, unless waived by the Agent, the Company may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty time, upon irrevocable notice to the Agent (except as set forth below); provided that (A) such which notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 prior to 10:30 a.m. (1Chicago time)) (i) four Business Days prior to the date 49 of prepayment, in the case of Offshore Currency Loans; (ii) three Business Days prior to any the date of prepayment prepayment, in the case of Eurodollar Offshore Rate Loans and denominated in Dollars, (2iii) on the date of prepayment prepayment, in the case of Base Rate Loans, (B) ratably prepay Loans in whole or in part, in minimum Dollar Equivalent amounts of $3,000,000 or any prepayment Dollar Equivalent multiple of Eurodollar $1,000,000 in excess thereof or such other amount necessary to repay in full any Offshore Rate Loans shall be Loan or, in a principal amount the case of Base Rate Loans, in minimum amounts of $1,000,000 or a whole any multiple of $500,000 in excess thereof, and (C) thereof or such other amount necessary to repay in full any prepayment of Base Rate Loans shall be in a principal amount Loan. Such notice of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice prepayment shall specify the date and amount of such prepayment and whether such prepayment is of Base Rate Committed Loans, Offshore Rate Committed Loans, or any combination thereof, and the Class(es) Applicable Currency. Such notice shall not thereafter be revocable by the Company and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, Bank thereof and of the amount such Bank's Pro Rata Share of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities4.04. (iib) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Bid Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall may not be consummated or shall otherwise be delayed. (iv) In voluntarily prepaid other than with the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount consent of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term LendersBid Loan Lender.

Optional Prepayments. (i) The At its option, the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided provided, that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 10:00 am on the Business Day prior to the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole an integral multiple of $100,000 25,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and specify a minimum 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. (iiiii) Notwithstanding anything to the contrary contained in this AgreementAt any time there are no Swing Line Loans outstanding, at its option, the Borrower may, without premium or penalty but subject to Section 3.052.13 in the case of Term SOFR Loans, rescind 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 Term SOFR Loans, three Business Days prior to the date of the prepayment, at any notice 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 prepayment under Section 2.05(a) $1,000,000 or an integral multiple of $500,000 in excess thereof, or in whole; provided that if such prepayment would have resulted from a refinancing of all is on any day other than on the last day of the Facilities Interest Period applicable to such Term SOFR 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 Refinancing Facilitiesthe payment amount specified in such notice shall be due and payable on the date specified therein. (iii) At its option, which refinancing the Borrower may, without premium or penalty but subject to Section 2.13 in the case of Term SOFR 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 Term SOFR 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 Term SOFR Portion, the Borrower shall not be consummated or subject to the payments required by Section 2.13. If such notice is given by the Borrower, the Borrower shall otherwise make such prepayment and the payment amount specified in such notice shall be delayeddue and payable on the date specified therein. Any optional prepayment of the Term Loans shall be applied as directed by the Borrower (or, in the absence of direction from the Borrower, on a pro rata basis among the remaining scheduled Term Loan amortization payments). (iv) In the event that the Borrower (x) makes any prepayment Any optional prepayments of any Second Amendment Effective Date Incremental Term Loans shall be as provided in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second the Incremental Term Loan Amendment Effective Date for such Incremental Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (ia) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily (including, without limitation, to cure any Borrowing Base Deficiency) prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty penalty, upon irrevocable written notice (except as set forth below); provided that (Aan “Optional Prepayment Notice”) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later given no less than 11:00 a.m. three (13) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loanssuch prepayment, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of 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 Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaidnotice, the Interest Period(s) of such Loans. The Administrative Agent will shall promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If any such notice is given by given, Borrower may deliver written notice of the Borrowerrescission thereof at any time up to the proposed date of prepayment identified in such notice of prepayment, but if no such notice of rescission is delivered, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required payable pursuant to Section 3.053.11. Each prepayment of any outstanding Term Loans Partial prepayments pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment 3.2 shall be in a minimum an aggregate principal amount of $100,000 1,000,000.00 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iiib) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject Subject to Section 3.054.7(c), rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment prepayment pursuant to Section 3.2(a), the Lien of this Agreement resulting in a Repricing Transaction the Security Documents shall be released with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary any Pledged Asset forming part of the Second Amendment Effective DateCollateral, the as designated by Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x)related Optional Prepayment Notice, the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior so long as no Borrowing Base Deficiency would occur after giving effect to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lendersproposed release and prepayment.

Optional Prepayments. (ia) The Borrower may, upon notice to the Administrative Agent, may at any time or anytime and from time to time voluntarily prepay Term the Loans of any Class and Revolving Credit Loans of any Class (other than Multicurrency Loans), in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such penalty, upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) A.M., New York City time, three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment prepayment, in the case of Base Rate Eurocurrency Loans denominated in Dollars, and not later than 11:00 A.M., New York City time, one Business Day prior to the date of prepayment, in the case of ABR Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurocurrency Loans to be denominated in Dollars or ABR Loans; provided, that if a Eurocurrency Loan denominated in Dollars is prepaid and, if Eurodollar Rate Loans are to be prepaid, on any day other than the last day of the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.26; provided, further, that Competitive Loans may not be prepaid without the relevant Lenders' prior consent. Upon receipt of any such prepayment and notice the payment Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with (except in the case of a Eurodollar Rate Loan shall be accompanied by all Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Dollar Revolving Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in an aggregate principal amount of $3,000,000 or a minimum whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. (b) The Borrower may at any time and from time to time prepay Multicurrency Loans, 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 $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify prepayment) specifying the date and amount of such prepayment. Upon receipt of any such notice the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject together with any amounts payable pursuant to Section 3.05, rescind any notice 2.26 and accrued interest to such date on the amount prepaid. Partial prepayments of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing Multicurrency Loans shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an minimum principal amount equal to 1.00% of (Aw) L1,000,000 or a whole multiple of L100,000 in excess thereof, in the case of clause Multicurrency Loans denominated in Sterling, (x)) E1,000,000 or a whole multiple or E100,000 in excess thereof, the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause Multicurrency Loans denominated in Euros, (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment) C$1,000,000 or a whole multiple or C$100,000 in excess thereof, in each the case to 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 Administrative Agent, for the ratable account case of each of the applicable Term LendersMulticurrency Loans denominated in Yen.

Optional Prepayments. (ia) The Borrower Subject to Section 3.4, the Company may, upon notice to the Administrative Agent, at any time or from time to time voluntarily time, subject to the concurrent payment of the Premium: (i) prepay Term Base Rate Loans of any Class and Revolving Credit Loans of any Class 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 integral multiples thereof (except as set forth below); provided that unless 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 (Aii) such prepay LIBO Rate Loans upon irrevocable notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later fewer than 11:00 a.m. three (13) three Business Days prior to any date such prepayment, ratably as to each Lender, in whole or in part, in aggregate minimum principal amounts of prepayment of Eurodollar Rate Loans and $500,000 or integral multiples thereof (2) on unless the date of prepayment of Base Rate LoansEffective Amount is less than $500,000, (B) any prepayment of Eurodollar Rate Loans in which case such prepayments shall be in a equal to the aggregate unpaid principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereofthe Loans), plus all interest and (C) any prepayment of Base 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 $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice prepayment shall specify the date and amount of such prepayment and the Class(es) and 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 Rate 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 Appropriate Lender of its receipt of each any such notice, and of the amount such Lender's Pro Rata Share of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the The payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all , 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. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities3.4. (iib) The Borrower mayFor purposes hereof, upon notice the "Premium" shall be a cash amount equal to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date percentages of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereofthe Loans being prepaid set forth below: If prepaid after the Restatement Effective Date, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case but prior to the six (6) month first anniversary of the Second Amendment Restatement Effective Date, Date 1.0% If prepaid on or after the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount first anniversary of the Second Amendment Restatement Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.0.0%

Optional Prepayments. (i) The Borrower Subject to Section 3.4, the Company may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans time, upon at least two Business Days' notice in the case of any Class and Revolving Credit Loans of any Class IBOR Loans, or upon same day notice in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment case of Base Rate Loans, to the Administrative Agent, ratably, in accordance with each Lender's Commitment Percentage, prepay Loans in whole or in part, (Ba) in the case of Revolving Loans which are IBOR Loans, in minimum amounts of Five Hundred Thousand Dollars ($500,000) or any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of One Hundred Thousand Dollars ($500,000 100,000) in excess thereof, (b) in the case of Revolving Loans which are Base Rate Loans, in any amount and (Cc) in the case of Term Loans, in minimum amounts of Five Hundred Thousand Dollars ($500,000) or any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of One Hundred Thousand Dollars ($100,000 100,000) in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice of prepayment shall specify the date and amount of such prepayment, whether such prepayment is of Term Loan A, Term Loan B or the Revolving Loans and whether such prepayment is of Base Rate Loans or IBOR Loans, or any combination thereof and if such prepayment includes a prepayment of IBOR Loans, the Class(es) and Type(s) Interest Periods of the Loans to be prepaid and, if Eurodollar Rate Loans are to prepaid. Such notice shall not thereafter be prepaid, revocable by the Interest Period(s) of such Loans. The Company and the Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, thereof and of the amount of such Lender’s ratable portion 's Commitment Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all , together with accrued interest to each such date on the amount prepaid, together with prepaid and any additional amounts required pursuant to Section 3.053.4. Each Any prepayments by the Company pursuant to this Section 2.6 shall be applied to the Revolving Loans, Term Loan A or Term Loan B as specified in the Company's notice of prepayment; provided, that if applied to Term Loan A, such prepayments shall be applied against the remaining installments of Term Loan A in the order of their maturities. If the Company shall have failed to specify in its notice of prepayment of the Loans to which such prepayment is to be applied, any prepayments by the Company pursuant to this Section 2.6 shall be applied first to Revolving Loans, then to Term Loan A and then to Term Loan B and within each category, first to any Base Rate Loans then outstanding Term and then to IBOR Loans with the shortest Interest Periods remaining. Amounts applied to the Revolving Loans pursuant to this Section 2.05(a2.6 shall not permanently reduce or terminate the Revolving Commitments or the Aggregate Revolving Commitment, unless otherwise specified by the Company in its notice of prepayment and only if such reduction or termination is permitted under Section 2.5. (l) shall be applied Section 2.7 of the Credit Agreement is hereby amended by deleting the second to the installments last sentence of such Section and replacing it with the following: Except as otherwise provided in Section 6.6, to the extent that the Property subject to the applicable Disposition or Event of Loss consists of machinery or equipment, real Property or other Property other than Accounts Receivable or Inventory, so long as no Default or Event of Default has occurred and is continuing, proceeds of Dispositions thereof shall, at the request of the Company, be remitted to the Company to replace the subject Property with an economical unit of substantially similar character and value as directed by the Borrower (it being understood and agreed subject Property within 180 days after its Disposition; provided, that if the Borrower Company does not so direct make such request at the time of such prepaymentDisposition or if such proceeds are not so used, such prepayment the applicable amount shall be applied first against the scheduled repayments remaining installments of such Term Loans under Section 2.07(a) in direct order of maturity) Loan A on a pro rata basis, then against Term Loan B and shall be paid then, to reduce the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each outstanding principal balance of the relevant Facilities and Refinancing FacilitiesRevolving Loans (but shall not permanently reduce the Aggregate Revolving Commitment). (iim) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (ASubsection 2.8(a) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, Credit Agreement is hereby amended and (B) any such prepayment shall be restated in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.its entirety as follows: (iiia) Notwithstanding anything (i) TERM LOAN A. Unless Term Loan A has been accelerated pursuant to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (xsubsection 8.2(a), the amount of the Second Amendment Effective Date Company shall repay Term Loan being prepaid or (B) A on each date set forth below in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to set forth below opposite such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.date:

Optional Prepayments. (ia) The Borrower 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 prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent amounts aggregating not later less than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities10,000,000. (iib) The Borrower Subject to Section 2.14, the Company may, upon at least two Business Days’ notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for prepay Term SOFR Loans, in whole at any time, or from time to time in part in amounts aggregating not less than $10,000,000, by paying the ratable account principal amount to be prepaid together with accrued interest thereon to the date of each prepayment. (c) Except as provided in subsection (a) above, the Company may not prepay all or any portion of the principal amount of any Competitive Bid Loan prior to the maturity thereof; provided that the Company may prepay all or any portion of the principal amount of any Competitive Bid Loan if such prepayment is consented to by the applicable Term LendersLenders in respect of such Competitive Bid Loan. (d) Upon receipt of a notice of prepayment, the Administrative Agent shall give each Lender prompt written notice of the contents thereof and the amount of such ▇▇▇▇▇▇’s Loans being prepaid pursuant thereto. (e) Each notice delivered by the Company pursuant to this Section 2.09 may state that such notice 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 transaction, in which case such notice may be revoked by the Company (by and upon a written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term ratably any Loans of any Class and Revolving Credit Loans of any Class then outstanding in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement; provided, the Borrower may, subject to Section 3.05, rescind any that a notice of prepayment under Section 2.05(adelivered by the Borrower may state that such notice is conditioned upon the consummation of another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilitiescondition is not satisfied; provided, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event further that the Borrower (x) makes 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 any Second Amendment Effective Date Term Loans in connection a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect additional amounts required pursuant to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term LendersSection 2.20.

Optional Prepayments. (ia) The Borrower Company may, at its option, upon notice to the Administrative Agentas provided below, prepay at any time all, or from time to time voluntarily prepay Term Loans any part of, any Series of any Class and Revolving Credit Loans the Notes, in an amount not less than $1,000,000, in the case of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of 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 Event of Base Rate LoansDefault shall then exist, (B) at any prepayment time on or after the date that is six months prior to the Maturity Date of Eurodollar Rate Loans shall be in a such Series of Notes the Company may, at its option, upon notice as provided below, prepay all or any part of such Series of Notes at 100% of the principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereofso prepaid, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof ortogether with, in each case, if lessaccrued interest to the prepayment date; provided, further, that, so long as no Default or Event of Default shall then exist, (i) in the entire case of the Tranche A Notes (as defined in the Third Supplement), 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 time on or after November 18, 2029 the Company may, at its option, upon notice as provided below, prepay all or any part of such Tranche A Notes or Tranche B Notes, as applicable at 100% of the principal amount thereof so prepaid, together with, in each case, accrued interest to the 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 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 Class(es) and Type(s) Series of Loans Notes to be prepaid and, if Eurodollar Rate Loans are to be prepaidon such date, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate 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 ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall interest to be due and payable paid on the prepayment date specified therein. Any prepayment of a Eurodollar Rate Loan with respect to such principal amount being prepaid, and shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment a certificate of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied a Senior Financial Officer as to the installments thereof estimated Make-Whole Amount due in connection with such prepayment (calculated as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time date of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on were the date of the prepayment), and (B) any setting forth the details of such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereofcomputation. Two Business Days prior to such prepayment, the entire principal amount thereof then outstanding. Each such notice Company shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything deliver to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount holder of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to Series of Notes a certificate of a Senior Financial Officer specifying the calculation of such amendment, in each case to the Administrative Agent, for the ratable account of each Make-Whole Amount as of the applicable Term Lendersspecified prepayment date.

Optional Prepayments. (i) The Borrower Borrowers may, upon written notice to the Administrative Agent, at any time or and from time to time time, voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class Loan in whole or in part without premium or penalty (except as set forth belowin Section 3.5); ), provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans a BSBY Borrowing and (2) on one Business Day prior to the date of prepayment of Base Rate Loans, an ABR Borrowing and (B) any each prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 the Borrowing Minimum or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 the Borrowing Multiple in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any , provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of a Eurodollar Rate Loan shall other credit facilities, in which case such notice may be accompanied revoked by all accrued interest the Borrowers (by written notice to the Administrative Agent on or 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. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities3.5. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent, at any time or and from time to time time, voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class Borrowing in whole or in part without premium or penalty (except as set forth belowin Section 3.5); , provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (1i) three (3) Government Securities Business Days prior to any date of prepayment of Eurodollar Rate Loans a SOFR Borrowing and (2ii) on one (1) Business Day prior to the date of prepayment of Base Rate Loans, an ABR Borrowing and (B) any each prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof the Borrowing Minimum or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any provided that a notice of prepayment under Section 2.05(amay state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of the sale of a Real Estate Asset, in which case (and in cases where no conditional language is provided in a prepayment notice) such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall condition is not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior satisfied subject to the six (6) month anniversary of Borrower’s obligation to indemnify the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal Lenders pursuant to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term LendersSection 3.5.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part Committed Loans without premium or penalty (except as set forth below)penalty; provided provided, that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 10:00 a.m., New York, New York time, (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the one (1) Business Day prior to any date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice (x) shall specify the date and amount of such prepayment and the Type(s) and Class(es) and Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to and (y) may be prepaidrevocable and condition such prepayment on the closing of a refinancing or transaction permitted hereunder, the Interest Period(s) proceeds of such which shall be used to prepay the Committed Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to Prepayments provided for in this Section 2.05(a2.03(a) shall be applied to the installments thereof as directed by the Borrower follows: (it being understood and agreed that if the Borrower does not so direct at the time x) first, as a payment of such prepaymentall L/C Borrowings then outstanding, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) until paid in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepaymentfull, and (By) any such prepayment shall be in second, as the Borrower may direct (subject to clause (d) below). Unless a minimum principal amount Default or Event of $100,000 Default has occurred and is continuing or would arise as a whole multiple of $100,000 in excess result thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount any payment or prepayment of such prepayment. If such notice is given Committed Loans may be reborrowed by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything subject to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any terms and conditions hereof. Any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of that fails to specify the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment Class of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Committed Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior shall be deemed to have specified such amendment, in each case Class to the Administrative Agent, for the ratable account of each of the applicable Term Lendersbe a General Loan.

Optional Prepayments. (i) The Borrower Borrowers may, upon notice to the Administrative AgentAgent by the Administrative Borrower, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth belowin Section 3.04); provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m., New York City time (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (2B) on one (1) Business Day prior to the date of prepayment of Base Rate Loans, (B2) any prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereofthereof or, in each case, the entire principal amount thereof then outstanding and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, and if Eurodollar Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.04. Each At the Borrowers’ election in connection with any prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment), such prepayment shall not be applied against the scheduled repayments to any Loan of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiesa Defaulting Lender. (ii) The Borrower Borrowers 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 (A1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.88 (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth belowotherwise provided herein); provided that (A) such , upon notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) at least three Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and (2) on at least one Business Day prior thereto in the date of prepayment case of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment, whether such prepayment is of Tranche D Term Loans or Revolving Credit Loans, and whether such prepayment is of Eurodollar Loans or Base Rate Loans; provided, that (i) if a Eurodollar Loan is prepaid on any day other than the Class(es) and Type(s) last day of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.21 and (ii) no prior notice is required for the prepayment of Swing Line Loans. Any notice of prepayment given pursuant to this Section shall be irrevocable, provided, that such prepayment and notice may state that it is conditioned upon the payment effectiveness of other credit facilities, in which case such notice may be revoked if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with (except in the case of a Eurodollar Revolving Credit Loans that are Base Rate Loan shall be accompanied by all Loans and Swing Line Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Tranche D Term Loans pursuant to this Section 2.05(a) and Revolving Credit Loans shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time in an aggregate principal amount of such prepayment, such prepayment shall be applied against the scheduled repayments $500,000 or a multiple of such Term Loans under Section 2.07(a) $50,000 in direct order excess thereof. Partial prepayments of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower ODEC may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Syndicated Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Syndicated LIBOR Rate Loans and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Syndicated Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Syndicated Loans to be prepaid and, if Eurodollar Syndicated LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the BorrowerODEC, the Borrower ODEC shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Syndicated LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.052.14. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Syndicated Loans of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (a) Any Borrower or any Additional Borrower may (i) The Borrower may(x) upon at least one Business Day’s notice to the Administrative Agent (and in the case of prepayment of a Swingline Loan, the Swingline Bank), prepay any Base Rate Borrowing and (y) upon at least two Business Days’ notice to the Administrative Agent (and in the case of prepayment of a Swingline Loan, the Swingline Bank), prepay any BSBY Rate Borrowing and (ii) upon at least three Euro-Currency Business Days’ notice to the Administrative Agent, subject to Section 2.13, prepay any Euro-Currency Borrowing, in whole at any time time, or from time to time voluntarily prepay Term in part, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and any amounts payable under Section 2.13 in connection therewith; provided that any such partial prepayment of any Borrowing of any Class shall be in the amount of $5,000,000 (or the Foreign Currency Equivalent thereof, in the case of Foreign Currency Loans) or any multiple of $1,000,000 (or the Foreign Currency Equivalent thereof, in the case of Foreign Currency Loans) in excess thereof. Any such optional prepayment of Revolving Loans of any Class and shall be applied to prepay ratably the Revolving Credit Loans of the several Revolving Banks included in such Borrowing. Any such optional prepayment of Term Loans shall be applied in accordance with Section 2.6. If a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments of any Class in whole or in part without premium or penalty (except Swingline Commitments as set forth below); provided that (A) contemplated by Section 2.9, then such notice must of prepayment shall be deemed revoked if such notice of termination is or is deemed revoked in accordance with Section 2.9. A notice of prepayment of Term Borrowings of any Class pursuant to this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice shall be deemed revoked by the Borrowers if such condition is not satisfied. (b) [Reserved]. (c) Upon receipt of a form reasonably acceptable notice of prepayment pursuant to this Section (other than a notice relating solely to Swingline Loans), the Administrative Agent shall promptly notify each Bank of such Class of the contents thereof and be received by the Administrative Agent not later than 11:00 a.m. of such Bank’s ratable share (1if any) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall not thereafter be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed revocable by the applicable Borrower (it being understood and agreed that if or the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Additional Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in as the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lendersmay be.

Optional Prepayments. (ia) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Revolving Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)subject to Section 3.05; provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, ; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 250,000 in excess thereof, ; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (iib) The Borrower may, upon notice to the Swing Line Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line 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 in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereofhereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to . Any prepayment of principal shall be accompanied by all accrued interest on the contrary contained in this Agreementamount prepaid, the Borrower may, subject together with any additional amounts required pursuant to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (ia) The Borrower may, upon notice to Company shall have the Administrative Agentoption, at any time on or after February 1, 2001 and from time to time voluntarily prepay Term Loans time, of any Class and Revolving Credit Loans of any Class prepaying the Notes, either in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must part, by payment of the designated principal amount to be in a form reasonably acceptable prepaid with interest accrued to the Administrative Agent date of prepayment, together with the Make Whole Premium Amount attributable to the amount of such prepayment. (b) In case: (i) at any time, the Company shall have requested in writing the consent of each holder of the Notes for the Company or any Subsidiary to take any action otherwise prohibited or restricted by Sections 4.1 through 4.7 or 4.16 hereof, solely in order to permit the Company or such Subsidiary to take such action and be not in whole or in part, directly or indirectly, for the purpose of prepaying the Notes or any part thereof, and shall have furnished to the holders of the Notes at the time outstanding such information with respect to such action as any such holder may reasonably request; and (ii) within 45 days after the mailing of such request, the Company shall not have received the written consent to such action of the holders of at least 66-2/3% in aggregate principal amount of all Notes at the time outstanding (excluding Notes owned by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior Company and its Affiliates), and if such action is a sale by the Company of its properties as an entirety or substantially as an entirety, or a consolidation or merger to which the Company is to be a party, then, in any date such event, at the time of giving notice of prepayment as provided in Section 2.2(d), the Company shall have on hand a bona fide proposal for such sale, consolidated or merger; Then, notwithstanding Sections 4.1 through 4.7 or 4.16, the Company may take any such action within 195 days of Eurodollar Rate Loans and (2such request if the Company gives the notice provided in Section 2.2(d) on and, concurrently with the consummation of such action, prepays in full the Notes held by all holders who shall not have so given their consent, such prepayment to be made at the principal amount of the Notes so prepaid, together with interest accrued to the date of prepayment of Base Rate Loansand the Make Whole Premium Amount attributable to such prepayment; provided that if such action is not consummated within 195 days after -------- the request, (B) any such prepayment of Eurodollar Rate Loans shall may not be in a made by the Company and the principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of Notes specified for such prepayment and in the Class(es) and Type(s) notice thereof shall not, by reason 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, mature and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be become due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of fixed for such prepayment. If such notice action involves a merger or consolidation in which the Company is given not the surviving corporation, or is a sale by the BorrowerCompany of its properties as an entirety or substantially as an entirety, then for the purposes of subdivision (ii) of this Section 2.2(b), the Borrower shall make such prepayment and consent of any holder of the payment amount specified in such notice Notes shall be due and payable on conditioned upon the date specified therein. (iii) Notwithstanding anything to effective assumption by the contrary contained in this Agreementpurchasing or surviving Person, as the Borrower maycase may be, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities Company's obligations under this Agreement and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayedthe Notes in accordance with the terms hereof and thereof. (ivc) In case the Company shall elect to rely on the last paragraph of Section 4.4 in the event that the Borrower (x) makes any prepayment of a sale, lease, transfer or other disposition of any Second Amendment Effective Date Term Loans Property, then (unless the Consolidated Funded Debt to be prepaid pursuant to such clause had been directly secured by the sold, leased, transferred or disposed of assets and such security interest was not incurred by the Company in connection with any Repricing Transaction anticipation of such sale, lease, transfer or (ydisposition) effects any amendment the Company shall mail a notice of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case such election at least 45 days prior to the six (6) month anniversary date the Company intends to use the proceeds of such sale, lease, transfer or other disposition in accordance with Section 4.4 to reduce outstanding Consolidated Funded Debt. In such case each holder of Notes shall have the option, exercisable by written notice to the Company within 30 days of the Second Amendment Effective Datemailing of the Company's notice, to require prepayment of the Borrower shall pay a premium in an amount equal to 1.00% of (A) in Notes held by such holder at the case of clause (x), the principal amount of the Second Amendment Effective Date Term Loan Notes to be prepaid, without premium, together with interest accruing to the date of prepayment, on a pro rata basis with the Consolidated Funded Debt being prepaid or paid. (Bd) in The Company will give notice of any optional prepayment of the case Notes to each holder of clause Notes at least 5 days before the date fixed for prepayment, specifying (y)1) such date, (2) the aggregate principal amount of the Notes and of such holder's Notes to be prepaid on such date, and (3) the Make Whole Premium Amount, if any, and accrued interest applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lendersprepayment.

Optional Prepayments. (iSubject to the proviso to subsection 2.04(a) The 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 Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such which notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. prior to 12:00 noon Eastern time (1a) three two Business Days prior to any the date of prepayment prepayment, in the case of Eurodollar Rate Loans Loans, and (2b) on the date of prepayment prepayment, in the case of Base Rate Loans, (B) ratably prepay any prepayment Class of Eurodollar Rate Loans shall be comprising part of the same Borrowing, in a principal whole or in part, in an aggregate amount of $1,000,000 or a whole higher integral multiple of $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 (Cy) any prepayment of Base 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 $250,000 or a whole all outstanding Term Loans of such Class to be an integral multiple of $100,000 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 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 any such notice, notice and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything , together with, in the case of Eurodollar Rate Loans, accrued interest to such date on the amount prepaid and any amounts required pursuant to Section 4.04. Subject to the contrary contained in foregoing terms, amounts prepaid under this Agreement, Section 2.06 shall be applied as the Borrower maymay elect; provided that if the Borrower shall fail to specify its elected application with respect to any voluntary prepayment, subject such voluntary prepayment shall be applied first to Section 3.05the Revolving Loans (without a corresponding reduction in the Revolving Loan Commitment), rescind any notice second to the Five-Year Term Loan (in direct order of prepayment under Section 2.05(aremaining amortization installments) if 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 would have resulted from a refinancing of all shall be applied to the Loans of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) Appropriate Lenders in accordance with their respective applicable Pro Rata Share. In the event that the Borrower Revolving Credit Exposure exceeds the aggregate Revolving Loan Commitments at any time (x) makes any prepayment for example, because the issuance of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment a Letter of this Agreement resulting in Credit by an Issuing Lender on the same date that a Repricing Transaction with respect new Revolving Loan is funded inadvertently causes the Revolving Credit Exposure to Second Amendment Effective Date Term Loans, in each case prior to exceed the six (6) month anniversary aggregate Revolving Loan Commitments as of the Second Amendment Effective Datesuch date), the Borrower shall pay a premium prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal necessary to 1.00% 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 (A) in the case of clause (x)Revolving Loans, the amount of Revolving Credit Exposure exceeds the Second Amendment Effective Date Term Aggregate Revolving Loan being prepaid or (B) Commitments then in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenderseffect.

Optional Prepayments. (a) Subject to Section 10.4, the Borrower may, (i) The Borrower mayat any time, upon at least three (3) Business Days' written notice to the Administrative Agent, prepay the Loans in full or prepay the Loans in 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 from time equal to time voluntarily prepay Term Loans $100,000, without notice. Optional prepayment in amounts less than $100,000 shall not be permitted. (b) The notice of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must prepayment shall not thereafter be in a form reasonably acceptable to the Administrative Agent and be received revocable by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment Borrower 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, thereof and of the amount of such Lender’s ratable portion 's Commitment Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the The payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all , 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. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a10.4. (c) Amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the installments thereof as directed by the Borrower (it being understood and agreed shortest Interest Periods remaining; provided, however, that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, Base Rate Loans then outstanding is not sufficient to satisfy the entire principal amount thereof prepayment requirement and if no Default or Event of Default has occurred and is then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreementcontinuing, the Borrower may, subject at its option, place any amounts which it would otherwise be used to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from prepay LIBOR Rate Loans on a refinancing of all day other than the last day of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (ivInterest Period(s) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans therefor in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior an interest-bearing account pledged to the six (6) month anniversary Agent for the benefit of the Second Amendment Effective Date, Lenders until the Borrower shall pay a premium in an amount equal end of such Interest Period(s) at which time such pledged amounts will be applied to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to prepay such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term LendersLIBOR Rate Loans.

Optional Prepayments. (i) The Borrower Subject to Section 4.04, the Company may, upon notice to the 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 Term Revolving Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium part, in minimum amounts of $1,500,000 (in the case of LIBOR Rate Loans) or penalty $1,500,000 (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment case of Base Rate Loans, (B) or in each case any prepayment of Eurodollar Rate Loans shall be in a principal amount multiple of $1,000,000 in excess thereof and ratably prepay Term Loans in whole or a whole in part, in minimum amounts of $1,500,000 or any multiple of $500,000 1,000,000 in excess thereof, and (C) provided that the Company may not prepay any Term Loans under this Section 2.06 unless after giving effect to such prepayment of Base Rate the Company would be able to obtain Revolving Loans shall be in a principal the amount of at least $250,000 5,000,000 and no Default or Event of Default then exists or would occur as a whole multiple result of $100,000 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 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 any such notice, and of the amount such Lender's Pro Rata Share of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all , 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. Each prepayment Optional prepayments of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to reduce the installments thereof of principal set forth in Section 2.07 (as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(ainstallments may have been previously reduced) in direct inverse order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) . The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), Company may at any time or from time to time, voluntarily time prepay the Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount amounts of $100,000 500,000 or a whole any multiple of $100,000 in excess thereof, thereof upon notice to the entire principal amount thereof then outstanding. Each such notice shall specify Agent given no later than 11:00 a.m. San Francisco time on the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term ratably any Loans of any Class and Revolving Credit Loans of any Class then outstanding in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement; provided, the Borrower may, subject to Section 3.05, rescind any that a notice of prepayment under Section 2.05(adelivered by the Borrower may state that such notice is conditioned upon the consummation of another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilitiescondition is not satisfied; provided, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event further that the Borrower (x) makes 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 any Second Amendment Effective Date Term Loans in connection a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any Repricing Transaction or (y) effects any amendment additional amounts required pursuant to Section 2.20. Subject to Section 2.15, each such prepayment shall be allocated ratably between each Class of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior Loans and applied to the six (6) month anniversary of the Second Amendment Effective DateLoans within such Class, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in as the case of clause (x)may be, the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to Lenders within such amendment, Class in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lendersaccordance with their respective Pro Rata Shares.

Optional Prepayments. (ia) The Borrower may, upon at least 1 Domestic Business Days' notice to the Administrative Agent, prepay any Base Rate Borrowing in whole at any time time, or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium in amounts aggregating at least $1,000,000 or penalty (except as set forth below); provided that (A) such notice must additional increments of $500,000, by paying the principal amount to be in a form reasonably acceptable prepaid together with accrued interest thereon to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingprepayment. Each such notice shall specify the date and amount of such optional prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to prepay ratably the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Base Rate Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower mayseveral Lenders or of Wachovia, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause Swing Loans, included in such Base Rate Borrowing. (x)b) Subject to any payments required pursuant to the terms of Article IX for any Fixed Rate Loan constituting a part of such Borrowing, the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately upon 3 Domestic Business Day's prior to such amendment, in each case written notice to the Administrative Agent, for the ratable account Borrower may prepay in minimum amounts of each (or, in the case of a Foreign Currency Borrowing, the Dollar Equivalent amount of) $5,000,000 with additional increments of (or, in the case of a Foreign Currency Borrowing, the Dollar Equivalent amount of) $1,000,000 (or any lesser amount equal to the outstanding balance of such Fixed Rate Borrowing) all or any portion of the applicable Term Lendersprincipal amount of any Fixed Rate Borrowing prior to the maturity thereof. Each such optional prepayment shall be applied to prepay ratably the Fixed Rate Loans of the several Lenders included in such Fixed Rate Borrowing. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender's ratable share of such prepayment and such notice, once received by the Administrative Agent, shall not thereafter be revocable by the Borrower.

Optional Prepayments. (ia) The Borrower may, upon at least one Domestic Business Day's notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each the Banks, any Base Rate Borrowing in whole at any time, or from time to time in part in amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof or, if less, the outstanding principal balance, 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 Borrowing. (b) Except as provided in Section 8.2, the Borrower may not prepay all or any portion of the principal amount of any Euro-Dollar Loan prior to the maturity thereof unless the Borrower shall also pay any applicable Term Lendersexpenses 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 the amounts set forth in Section 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. (i) The Borrower maymay from time to time pay, without penalty or premium, all of its outstanding Alternate Base Rate Loans, or, in a minimum aggregate amount of $10,000,000 or any integral multiple of $1,000,000 in excess thereof, any portion of its outstanding Alternate Base Rate Loans upon prior notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty Agent (except as set forth below); provided that (A) such notice must which may be in a form reasonably acceptable to the Administrative Agent and on an electronic platform or electronic transmission system as shall be received approved by the Administrative Agent not later than 11:00 a.m. Agent) (1stating the proposed date and aggregate principal amount of the applicable prepayment) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and at or before 1:00 p.m. (2New York time) on the date of prepayment such payment. The Borrower may from time to time pay, subject to the payment of Base Rate any funding indemnification amounts required by Section 3.04 but without penalty or premium, all of its outstanding Eurocurrency Loans, (B) any prepayment of Eurodollar Rate Loans shall be or, in a principal minimum aggregate amount of $1,000,000 10,000,000 or a whole any integral multiple of $500,000 1,000,000 in excess thereof, any portion of its outstanding Eurocurrency Loans upon prior notice to the Administrative Agent (stating the proposed date and (C) any prepayment of Base Rate Loans shall be in a aggregate principal amount of $250,000 the applicable prepayment) at or before in the case of any Eurocurrency Loan, (a) in the event that UniCredit Bank AG, New York Branch is the sole Lender under the Revolving Facility on the date of delivery of the applicable notice, at or before 1:00 p.m. (New York time) at least two (2) Business Days prior to the date of such payment and (b) in the event more than one Person is a whole multiple Lender under the Revolving Facility on the date of $100,000 delivery of the applicable notice, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) at or before 1:00 p.m. (New York time) at least two (2) Business Days prior to the date of such payment, but in excess thereof no event shall such notice period be longer than three (3) Business Days (or, in each case, subject to the payment of any funding indemnification amounts, if lessany, required by Section 3.04, such other prior notice as the entire principal amount thereof then outstandingAdministrative Agent may agree to). Each such notice shall specify the date and amount of Subject to Section 2.20, each such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans outstanding at the direction of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall will be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, outstanding Loans of each Lender in accordance with their respective Applicable Percentages in respect of each such Lender’s Pro Rata Share of the relevant Facilities and Refinancing FacilitiesRevolving Facility. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily time, subject to Section 2.7, prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such penalty, upon irrevocable prior notice must which notice shall be given in a form reasonably acceptable writing delivered to the Administrative Agent and be received by the Administrative Agent not no later than 11:00 a.m. (1) 12:00 Noon, New York City time, three Business Days prior to any date thereto in the case of prepayment of Eurodollar Term Benchmark Rate Loans and (2) on RFR Loans and no later than 12:00 Noon, New York City time, one Business Day prior thereto in the date of prepayment case of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and 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 Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The 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 Appropriate relevant Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with (except in the case of a Eurodollar Revolving Credit Loans that are Base Rate 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. Each prepayment Optional prepayments of any outstanding Term Revolving Credit Loans pursuant to this Section 2.05(a) shall be applied ratably to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each outstanding balance of the relevant Facilities and Refinancing FacilitiesRevolving Credit Loans. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (ia) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term the Loans of any Class and Revolving Credit Loans of any Class (subject to Section 2.11(b) below), in whole or in part part, without premium or penalty (except as set forth below); specifically provided that (A) such in Section 2.19, upon irrevocable written notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not no later than 11:00 a.m. (1) 12:00 Noon, New York City time, three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loansthereto, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and prepayment; provided, that if a SOFR Loan is prepaid on any day other than the Class(es) and Type(s) last day of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Sections 2.21 and 2.22. Promptly following receipt of any such prepayment and notice the payment Administrative Agent shall notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Any prepayment therein (provided, that any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of a Eurodollar Rate Loan shall any transaction or the receipt of proceeds to be accompanied used for such payment, in each case specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by all the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied), together with accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum an aggregate principal amount of $100,000 1,000,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice each case shall be due and payable on subject to the date specified thereinprovisions of Section 2.18. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (ivb) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to optional prepayments by the six (6) month anniversary Borrower of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal Loans pursuant to 1.00% of (A) in the case of clause (xSection 2.11(a), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term such prepayment shall be applied to all then outstanding Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenderson a pro rata basis.

Optional Prepayments. (ia) The Borrower may, upon notice to the Administrative Agent, Borrowers may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, in each case, without premium or penalty (except penalty, upon notice, substantially in the form of Exhibit E or such other form as set forth below); provided that (A) such notice must may be in a form reasonably acceptable to approved by the Administrative Agent (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. (1New York City time) three (3) Business Days prior to any date the prepayment date, in the case of prepayment of Eurodollar Rate Loans Term Benchmark Loans, and no later than 2:00 p.m. (2New York City time) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof ordate, in each case, the case of ABR Loans; provided that if lessa Term Benchmark Loan is prepaid on any day other than the last day of the Interest 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 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 shall promptly notify each Appropriate relevant Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans, other than in connection with a Eurodollar Rate Loan shall be accompanied by repayment of all Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Revolving Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in an aggregate principal amount of (x) in the case of ABR Loans, $500,000 or a minimum whole multiple of $100,000 in excess thereof or (y) 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 $100,000 10,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iiib) Notwithstanding anything herein to the contrary contained contrary, in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that, on or prior to the date that is six (6) months after the Closing Date, any Borrower (x) makes any prepayment of any Second Amendment Effective Closing Date Term Loans in connection 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 with respect to Second Amendment Effective Date Term Loans, in each case prior to the six under clause (6ii) month anniversary of the Second Amendment Effective Datedefinition of Repricing Transaction, the Borrower Representative shall on the date of such prepayment or amendment, as applicable, pay a premium in an amount equal to 1.00% of each applicable Lender (AI) in the case of such clause (x), 1.00% of the principal amount of the Second Amendment Effective Closing Date Term Loan being Loans so prepaid or and (BII) in the case of such clause (y), 1.00% of the aggregate amount of the applicable Second Amendment Effective Closing Date Term Loans affected by such Repricing Transaction and outstanding immediately prior 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 amendmentRepricing 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 2.10(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 Administrative Agentterms of this Section 2.10(c)(ii)), for (III) the ratable account 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 applicable Specified Discount Prepayment Response to be completed and returned by each such Term LendersLender 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 to Company shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part part, without premium or 34 penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable but subject to the requirements of Section 2.16, if applicable. The Company shall notify the Administrative Agent and be received by telephone (confirmed by facsimile) of any prepayment under this Section 2.11(a), (i) in the Administrative Agent case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m. (1) a.m., New York city time, three Business Days prior to any before the date of prepayment; or (ii) in the case of prepayment of Eurodollar Rate Loans and (2) an ABR Borrowing, not later than 9:00 a.m., New York City time, on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingprepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate 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. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If Company may state that such notice is given conditioned upon the consummation of another transaction or event, in which case such notice may be revoked by the BorrowerCompany (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 notice relating to a Borrowing, the Borrower Administrative Agent shall make such advise the Lenders of the contents thereof. Each partial prepayment and the payment amount specified in such notice of any Borrowing shall be due in minimum amounts of $2,500,000 or a larger multiple of $1,000,000 except as necessary to prepay all outstanding principal amount of Term Loans under the relevant Class, and payable on shall be allocated to the date specified thereinClasses 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. Any prepayment of a Eurodollar Rate Loan Prepayments shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed extent required by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) 2.13 and shall be paid to made in the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount manner specified in such notice shall be due and payable on the date specified thereinSection 2.18(a). (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (ia) The Borrower 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 prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty in amounts aggregating (except as set forth below); provided that other than in the case of Swing Line Loans) not less than $10,000,000. (Ab) such Subject to Section 2.14, the Company may, upon at least three Eurodollar Business Days’ notice must be in a form reasonably acceptable to the Administrative Agent and Agent, prepay Eurodollar Loans, in whole at any time, or from time to time in part in amounts aggregating not less than $10,000,000, by paying the principal amount to be received by 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 any portion of the principal amount of any Competitive Bid Loan prior to the maturity thereof. (d) Upon receipt of a notice of prepayment, the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date shall give each Lender prompt written notice of prepayment of Eurodollar Rate Loans the contents thereof and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment Loans being prepaid pursuant thereto. (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such e) Each notice is given delivered by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans Company pursuant to this Section 2.05(a) shall 2.09 may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be applied to the installments thereof as directed revoked by the Borrower Company (it being understood by and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon a written notice to the Swing Line Lender (with a copy Administrative Agent on or prior to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(aeffective date) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall condition is not be consummated or shall otherwise be delayedsatisfied. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (ia) The Borrower Subject to Section 4.04, unless waived by the Agent, the Company may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty time, upon irrevocable notice to the Agent (except as set forth below); provided that (A) such which notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 prior to 10:30 a.m. (1Chicago time)) (i) four Business Days prior to the date 41 Credit Agreement - Idex Corporation 49 of prepayment, in the case of Offshore Currency Loans; (ii) three Business Days prior to any the date of prepayment prepayment, in the case of Eurodollar Offshore Rate Loans and denominated in Dollars, (2iii) on the date of prepayment prepayment, in the case of Base Rate Loans, (B) ratably prepay Loans in whole or in part, in minimum Dollar Equivalent amounts of $3,000,000 or any prepayment Dollar Equivalent multiple of Eurodollar $1,000,000 in excess thereof or such other amount necessary to repay in full any Offshore Rate Loans shall be Loan or, in a principal amount the case of Base Rate Loans, in minimum amounts of $1,000,000 or a whole any multiple of $500,000 in excess thereof, and (C) thereof or such other amount necessary to repay in full any prepayment of Base Rate Loans shall be in a principal amount Loan. Such notice of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice prepayment shall specify the date and amount of such prepayment and whether such prepayment is of Base Rate Committed Loans, Offshore Rate Committed Loans, or any combination thereof, and the Class(es) Applicable Currency. Such notice shall not thereafter be revocable by the Company and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, Bank thereof and of the amount such Bank's Pro Rata Share of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities4.04. (iib) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Bid Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall may not be consummated or shall otherwise be delayed. (iv) In voluntarily prepaid other than with the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount consent of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term LendersBid Loan Lender.

Optional Prepayments. (i) The Borrower Borrowers may, upon notice delivery to the Administrative AgentAgent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Committed Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty, subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (2) on the date of prepayment of Base Rate Loans, ; (B) any prepayment of Eurodollar Rate Term SOFR 44 Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof, ; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 10,000 or a whole multiple of $100,000 5,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that any notice of prepayment in full of the Committed Loans may provide that prepayment is conditioned upon the consummation of a refinancing. Any prepayment of a Eurodollar Rate any Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.18, each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Committed Loans of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages. (ii) The Borrower Borrowers may, upon notice delivery to the Swing Line Lender of a Notice of Loan Prepayment (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 that, unless otherwise agreed by the Swing Line Lender, (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 50,000 or a whole multiple of $100,000 50,000 in excess thereofhereof (or, if less, 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 BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to . Any prepayment of principal shall be accompanied by all accrued interest on the contrary contained in this Agreementamount prepaid, the Borrower may, subject together with any additional amounts required pursuant to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term the Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. four (14) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 £5,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 £1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Commitment Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the The Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereintherein (unless such notice expressly conditions such prepayment upon consummation of a refinancing transaction, disposition or other transaction which is contemplated to result in prepayment of the Loans, in which event such notice may be revocable or conditioned upon such consummation). Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.053.12. Each Subject to Section 3.15, each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesCommitment Percentages. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The 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 Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing FacilityPercentage). If such notice is given by the a Borrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the such Borrower (it being understood and agreed that if the such Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein[Reserved]. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower Borrowers may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all in full of the Facilities and Refinancing FacilitiesFacility, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Each Borrower may, upon notice to shall have the Administrative Agent, 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 Term 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 Eurocurrency Loans of any Class and Revolving Credit Loans of any Class (a) without premium or 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 penalty (except as set forth below)for the breakage fees and funding losses that are required to be paid pursuant to Section 2.11; provided provided, however, that (A) the Company shall have given notice of such notice must be in a form reasonably acceptable prepayment to the Administrative Agent and no later than 12:00 P.M. at least three (3) Business Days before the last Business Day of such Interest Period or the proposed prepayment date (or such shorter period as may be received agreed by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date in its sole discretion). A notice delivered under this Section 2.9 may be conditioned upon the effectiveness of prepayment other credit facilities or the closing of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 one or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof ormore securities offerings, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in which case such notice shall be due and payable on deemed rescinded if such condition shall fail to be satisfied by the proposed effective date specified therein. Any of such prepayment of a Eurodollar Rate Loan and; provided, that upon any such rescission such Borrower shall be accompanied by all accrued interest on the amount prepaid, together with liable for any additional amounts breakage fees and funding losses that are required to be paid pursuant to Section 3.052.11. Each prepayment Any such prepayments shall be made by the payment of any outstanding Term Loans pursuant the principal amount to this Section 2.05(a) be prepaid and accrued and unpaid interest thereon to the date of such prepayment. Optional prepayments shall be applied to the installments thereof as directed Obligations then outstanding in the order specified by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesCompany. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Second Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Second Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Second Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Second Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Second Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.