Common use of Optional Prepayments Clause in Contracts

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such Business Day, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided that, if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.19. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may at any time and from time to time time, subject to Section 2.7, prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable prior notice which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile) delivered to the Administrative Agent no later than 11:00 A.M.12:00 Noon, New York City time, three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Rate Loans and no later than 11:00 A.M.12:00 Noon, New York City time, on such one Business Day, Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Rate Loans or ABR Base Rate Loans; provided that, if that a Eurodollar Loan notice of optional prepayment may state that such notice is prepaid on any day conditioned upon the effectiveness of other than credit facilities or the last day receipt of the Interest Period applicable theretoproceeds from the issuance of other Indebtedness or any other event, in which case such notice of optional prepayment may be revoked by the Borrower shall also pay any amounts owing pursuant (by notice to Section 2.19the Administrative Agent on or prior to the specified date) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are ABR Base Rate Loans) accrued interest to such date on the amount prepaid. Partial Optional prepayments of Revolving Credit Loans shall be in an amount equal applied ratably to (x) in the case outstanding balance of ABR the Revolving Credit Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. (a) The Borrower may may, upon notice to the Agent pursuant to delivery to the Agent of a Notice of Loan Prepayment, at any time and or from time to time voluntarily prepay the Revolving Loans, Loans in whole or in part, part without premium or penalty, upon irrevocable subject to Section 2.12; provided that, unless otherwise agreed by the Agent, (A) such notice delivered to must be received by the Administrative Agent no not later than 11:00 A.M., 12:00 noon (New York City time, ) (1) three (3) Euro-Dollar Business Days prior theretoto any date of prepayment of Euro-Dollar Loans and (2) on the date of prepayment of Base Rate Loans; and (B) any prepayment of Loans shall be in a principal amount of $25,000,000 or a whole multiple of $5,000,000 in excess thereof, in or, if less, the case entire principal amount thereof then outstanding. Each such Notice of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such Business Day, in the case of ABR Loans, which notice Loan Prepayment shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Eurodollar Loans or ABR Loans; provided thatto be prepaid and, if a Eurodollar Loan is prepaid on any day other than the last day of Euro-Dollar Loans are to be prepaid, the Interest Period applicable theretoPeriod(s) of such Loans. Any prepayment of principal of any Euro-Dollar Loan shall be accompanied by all accrued interest on the amount prepaid, the Borrower shall also pay together with any additional amounts owing required pursuant to Section 2.192.12. Subject to Section 2.18, each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Borrowing. (b) Upon receipt of any such a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each relevant Lender thereof. If any Bank of the contents thereof and of such notice is given, the amount specified in Bank’s ratable share (if any) of such prepayment and such notice shall not thereafter be due and payable on revocable by the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving PercentagesBorrower.

Optional Prepayments. The Subject to Section 2.6(b) and the provisos below, the Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.1:00 P.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such one Business DayDay prior thereto, in the case of ABR LoansLoans (provided that ABR Loans may be prepaid on the same Business Day if notice is received by the Administrative Agent no later than 12:00 P.M., New York City time), which notice shall specify the date and amount of prepayment and whether Type of the prepayment is of Eurodollar Loans or ABR Loansbeing prepaid, as applicable; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.18. 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 Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Each prepayment pursuant to this Section 2.8 Partial optional prepayments of the Loans shall be allocated pro rata to all ratable as among the Lenders according to their respective Revolving Percentagesthereof.

Optional Prepayments. (a) The Borrower may (i) upon notice to the Administrative Agent not later than 10:30 A.M. (New York City time) on any Domestic Business Day prepay on such Domestic Business Day any Group of Base Rate Loans, any Swingline Borrowing or any Bid Rate Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a) and (ii) upon at least three Euro-Dollar Business Days' notice to the Administrative Agent not later than 10:30 A.M. (New York City time) prepay any Group of Euro-Dollar Loans, in each case in whole at any time and time, or from time to time prepay in part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000, by paying the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered principal amount to be prepaid together with accrued interest thereon to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such Business Day, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether together with any additional amounts payable pursuant to Section 2.14. Each such optional prepayment shall be applied to prepay ratably the prepayment is of Eurodollar Loans or ABR Loans; provided that, if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable theretoseveral Banks included in such Group or Borrowing. (b) Except as provided in subsection 2.12(a), the Borrower shall also pay may not prepay all or any amounts owing pursuant portion of the principal amount of any Bid Rate Loan prior to Section 2.19. the maturity thereof. (c) Upon receipt of any such a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each relevant Lender thereof. If any Bank of the contents thereof and of such notice is given, the amount specified in Bank's share (if any) of such prepayment and such notice shall not thereafter be due and payable on revocable by the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving PercentagesBorrower.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.1:00 P.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M.1:00 P.M., New York City time, on such one Business DayDay 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 Loans or ABR Loans; provided that, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.15; provided further that any optional prepayment in full in respect of the Loans (x) with the proceeds of new Loans under this Agreement or (y) with the proceeds from any facility with an interest rate lower than the Applicable Margin in effect immediately prior to such refinancing, in each case, on or prior to the first anniversary of the Closing Date shall be accompanied by a prepayment premium equal to 1% of the principal amount of such prepayment. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereofLender. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such one Business DayDay 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 Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penaltypenalty (except as otherwise provided herein), upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., A.M. (New York City time, ) three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 11:00 A.M., A.M. (New York City time, on such ) one Business Day, Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of such prepayment and whether the such prepayment is of Eurodollar Loans or ABR Base Rate Loans; provided thatprovided, that (i) if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.19 and (ii) no prior notice is required for the prepayment of Swing Line 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, together with (except in the case of Revolving Credit Loans that are ABR Base Rate Loans and Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Credit Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swing Line Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. (a) The Borrower Company 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 irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, at least three Business Days' (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such ) or one Business Day, 's (in the case of ABR Alternate Base Rate Loans) irrevocable notice to the Administrative Agent, which notice shall specify specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided thatAlternate Base Rate Loans or a combination thereof, and if of a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable theretocombination thereof, the Borrower shall also pay any amounts owing pursuant amount of prepayment allocable to Section 2.19each. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the Company shall make such prepayment, and the payment amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 10,000,000 or a whole multiple thereof, and may only be made if, after giving effect thereto, subsection 2.7(c) shall not have been contravened. (b) The Company may not prepay Competitive Loans without the consent of $100,000 the relevant Lender. (c) All payments and prepayments hereunder shall be in excess thereof such amounts and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment be made pursuant to this Section 2.8 such elections so that, after giving effect thereto, the aggregate principal amount of the Revolving Credit Loans which are Eurodollar Loans having the same Interest Period shall not be allocated pro rata to all Lenders according to their respective Revolving Percentagesless than $10,000,000.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such one Business DayDay 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 Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment payment pursuant to this Section 2.8 on account of principal of and interest on the Term Loans shall be allocated pro rata applied as provided in Section 2.17(b). Each payment pursuant to all Lenders according to their respective this Section on account of principal of and interest on the Revolving PercentagesLoans shall be applied as provided in Section 2.17(c).

Optional Prepayments. (a) (i) The Borrower may at any time and from time to time prepay the Revolving Loans (other than Term Loans), in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.a.m., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M.a.m., New York City time, on such one Business DayDay 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 Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans or Additional Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans and Additional Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each prepayment pursuant to this Section 2.8 Partial prepayments of Swingline Loans shall be allocated pro rata to all Lenders according to their respective Revolving Percentagesin an aggregate principal amount of $100,000 or a whole multiple thereof.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.4:00 P.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M.4:00 P.M., New York City time, on such one Business DayDay prior thereto, in the case of ABR Loans, and no later than 1:00 P.M., New York City Time on the date of prepayment, in the case of Swingline Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or ABR Swingline Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.16. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) ), accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant Notwithstanding anything to the contrary contained in this Section 2.8 2.7, the Borrower shall be allocated pro rata not have the right to all Lenders according to their respective Revolving Percentagesprepay any Competitive Loan without the prior consent of the Lender thereof.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans and the Term Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.12:00 noon, New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M.12:00 noon, New York City time, on such one Business DayDay prior thereto, in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Base Rate Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.194.11; provided further, that any such notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities to refinance the Obligations, in which case such notice of prepayment may be revoked by the Borrower 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, together with (except in the case of Revolving Loans that are ABR Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of the Term Loans and Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 Partial prepayments of Swingline Loans shall be allocated pro rata to all Lenders according to their respective Revolving Percentagesin an aggregate principal amount of $100,000 or a whole multiple thereof.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.2:00 PM, New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Term SOFR Loans, and no later than 11:00 A.M.1:00 PM, New York City time, on such one Business DayDay 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 Term SOFR Loans or ABR Loans; provided thatprovided, that if a Eurodollar 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 2.192.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each The application of any prepayment pursuant to this Section 2.8 2.10 shall be allocated pro rata made first, to all Lenders according ABR Loans and second, to their respective Revolving PercentagesTerm SOFR Loans.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, at least three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 11:00 A.M., New York City time, on such at least one Business Day, Day prior thereto in the case of ABR Base Rate Loans, which notice shall (i) designate whether the Borrower is prepaying Revolving Credit Loans and/or Term Loans and (ii) specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Base Rate Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans (unless all Revolving Credit Loans are being repaid and the Revolving Credit Commitments terminated) that are ABR Base Rate Loans and Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Credit Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 Partial prepayments of Swing Line Loans shall be allocated pro rata to all Lenders according to their respective Revolving Percentagesin an aggregate principal amount of $100,000 or a whole multiple in excess thereof.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M.12:00 Noon, New York City time, on such one Business DayDay 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 Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each The application of any prepayment pursuant to this Section 2.8 2.10 shall be allocated pro rata made first, to all Lenders according ABR Loans and second, to their respective Revolving PercentagesEurodollar Loans.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such Business Day, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.19. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 3,000,000 or a whole multiple of $100,000 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. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Credit Loans or the Term Loans, in whole or in part, without premium or penaltypenalty (subject to Section 2.24), upon at least two Business Days' irrevocable notice delivered to the Administrative Agent no Agent, if such prepayment is to be applied in whole or in part to LIBOR Loans, and upon same day notice otherwise (which notices shall be made on the relevant day not later than 11:00 10:00 A.M., New York City time), three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such Business Day, in the case of ABR Loans, which notice shall specify specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans LIBOR Loans, or a combination of LIBOR and ABR Loans; provided that, and, if of a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable theretocombination thereof, the Borrower amount allocable to each; in the case of ABR Loans, notice shall also pay any amounts owing pursuant to Section 2.19be same day. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) any accrued interest to such date on the amount prepaidprepaid and any other amounts payable pursuant to Section 2.24. Amounts prepaid on account of the Term Loans may not be reborrowed. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 10,000,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant The Borrower shall not have the right to this Section 2.8 prepay any principal amount of any CAF Advance except as provided in subsection 2.12(a). Prepayments of any Swing Line Loan shall be allocated pro rata to all Lenders according to their respective Revolving Percentagesas provided in subsection 2.20(a).

Optional Prepayments. The Any Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such one Business DayDay 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 Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the such Borrower shall also pay any amounts owing pursuant to Section 2.192.17. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swing line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swing line Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such one Business DayDay 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 Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.17. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penaltypenalty (except as otherwise provided herein), upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, at least three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 11:00 A.M., New York City time, on such at least one Business Day, Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of such prepayment, whether such prepayment is of Term Loans or Revolving Credit Loans, and whether the such prepayment is of Eurodollar Loans or ABR Base Rate Loans; provided thatprovided, that (i) if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.21 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 notice may state that it is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are ABR Base Rate Loans and Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Credit Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 50,000 in excess thereof and (y) thereof. Partial prepayments of Swing Line Loans shall be in the case an aggregate principal amount of Eurodollar Loans, $1,000,000 100,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.1:00 p.m., New York City time, three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 11:00 A.M.1:00 p.m., New York City time, on such one Business Day, Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Base Rate Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.194.11. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (provided, that a notice of prepayment of all outstanding Loans may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied), together with (except in the case of Revolving Loans that are ABR Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon notice (which notice shall be irrevocable notice unless otherwise agreed by the Administrative Agent) delivered to the Administrative Agent no later than 11:00 A.M.1:00 P.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M.1:00 P.M., New York City time, on such one Business DayDay 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 Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment Amounts to be applied in connection with prepayments made pursuant to this Section 2.8 2.10 shall be allocated pro rata applied to all Lenders according to their respective Revolving Percentagesthe prepayment of the Loans in accordance with Sections 2.17(b) and (c).

Optional Prepayments. The Borrower Borrowers may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, (a) at least three (3) Business Days prior thereto, in the case of Eurodollar LoansEurocurrency Loans denominated in Dollars, (b) at least five Business Days prior thereto, in the case of Eurocurrency Loans denominated in any Optional Currency, and no later than 11:00 A.M., New York City time, on such (c) at least one Business DayDay 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 Eurocurrency Loans or ABR Loans; provided thatprovided, that if a Eurodollar Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the respective Borrower shall also pay any amounts owing pursuant to Section 2.192.18. 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 Revolving Credit Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Credit Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Each prepayment pursuant to this Section 2.8 Partial prepayments of Swingline Loans shall be allocated pro rata to all Lenders according to their respective Revolving Percentagesin an aggregate principal amount of $100,000 or a whole multiple thereof.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penaltypenalty (but including breakage costs, if any, pursuant to Section 2.17), upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 11:00 A.M., New York City time, on such one Business Day, Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of such prepayment and whether the such prepayment is of Eurodollar Loans or ABR Base Rate Loans; provided thatprovided, that (i) if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.17 and (ii) no prior notice is required for the prepayment of Swing Line 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, together with (except in the case of Revolving Credit Loans that are ABR Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Credit Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swing Line Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.1:00 P.M., New York City time, three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 11:00 A.M., New York City time, on such Business Day, the date of prepayment in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Base Rate Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.194.11. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Tranche B Term Loans and Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple (or, if less, the remaining principal amount of $100,000 in excess thereof and (ysuch Loans) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 Partial prepayments of Swingline Loans shall be allocated pro rata to all Lenders according to their respective Revolving Percentagesin an aggregate principal amount of $100,000 (or, if less, the remaining principal amount of such Swingline Loans) or a whole multiple thereof.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Senior Administrative Agent no later than 11:00 A.M.12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M.12:00 Noon, New York City time, on such one Business DayDay prior thereto, in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Base Rate Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.194.11; provided further that no Loans shall be prepaid hereunder until all Interim Loans have been paid in full and all commitments with respect thereto have been terminated. Upon receipt of any such notice the Senior Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Any Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium (except as provided in the final sentence of this Section) or penalty, upon irrevocable notice delivered to the Administrative Agent (which notice shall be in a form reasonably acceptable to the Administrative Agent) no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such one Business DayDay 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 Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the such Borrower shall also pay any amounts owing pursuant to Section 2.192.17. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each Any prepayment pursuant of the Term Loan that is made prior to this Section 2.8 the date that is 150 days after the Closing Date shall be allocated pro rata accompanied by a fee equal to all Lenders according to their respective Revolving Percentages1.00% of the principal amount of such prepayment.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable (other than to the extent provided in connection with refinancing the Obligations) notice delivered to the Administrative Agent no later than (i) 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Term Benchmark Loans, and no later than (ii) 11:00 A.M., New York City time, on such one Business DayDay prior thereto, in the case of ABR LoansLoans and (iii) 11:00 A.M., New York City time, five Business Days prior thereto, in the case of RFR Loans (solely to the extent applicable following a Benchmark Replacement or otherwise pursuant to Section 2.11), which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Term Benchmark Loans or ABR Loans; provided thatprovided, that if a Eurodollar Term Benchmark Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the applicable Borrower shall also pay any amounts owing pursuant to Section 2.192.15. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans or RFR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. (i) The Borrower may may, upon notice to the Administrative Agent by the Borrower, at any time and or from time to time voluntarily prepay the Revolving Loans, any Borrowing of any Class in whole or in part, part without premium or penalty, upon irrevocable penalty (except as set forth in Section 2.05(a)(iv)); provided that (1) such notice delivered to must be received by the Administrative Agent no not later than 11:00 A.M.1:00 p.m., New York City time, time (A) three (3) Business Days prior theretoto any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans and (2) any prepayment of Loans shall be in a principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof or, in each case, the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on entire principal amount thereof then outstanding. Each such Business Day, in the case of ABR Loans, which notice shall specify the date and amount of such prepayment and whether the prepayment is Class(es) and Type(s) of Eurodollar Loans or ABR Loans; provided thatto be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, if a Eurodollar Loan is prepaid on any day other than the last day and of the Interest Period applicable theretoamount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall also pay any amounts owing pursuant to Section 2.19. Upon receipt of any make such notice prepayment and the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest any additional amounts required pursuant to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereofSection 3.04. Each prepayment of the Loans pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.this

Optional Prepayments. The Borrower may may, upon delivery of a Prepayment Notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Revolving Loans, in whole or in partpart subject to payment of the Make-Whole Premium, without premium or penaltyif applicable, upon irrevocable at the time of such prepayment; provided that (1) such notice delivered to must be received by the Administrative Agent no not later than 11:00 A.M.12:00 noon (New York, New York City time, three ) two (32) Business Days prior theretoto any date of prepayment of Loans; and (2) any prepayment of Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such Business Dayentire principal amount thereof then outstanding, in each case, with accrued and unpaid interest on the case of ABR Loans, which Loans to be repaid. Each such notice shall specify the date and amount of prepayment such prepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and whether the prepayment is of Eurodollar Loans or ABR Loans; provided that, if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable theretoamount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall also pay any amounts owing pursuant to Section 2.19. Upon receipt of any make such notice prepayment and the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein; provided, together with (except in that if such prepayment is conditioned upon the case occurrence of Revolving some other event, such notice may be revoked if such condition is not satisfied. Each prepayment of Loans that are ABR Loanspursuant to this Section 2.02(a) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be paid to the Lenders in an amount equal to accordance with their respective Pro Rata Shares. For the avoidance of doubt, (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof outstanding Loan amount shall include accrued interest and capitalized interest already added to the Loan balance and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each any prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentagesapplied in accordance with Section 8.03 if then applicable.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penaltypenalty (except as otherwise provided herein), upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, at least three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 11:00 A.M., New York City time, on such at least one Business Day, Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of such prepayment, whether such prepayment is of Term Loans or Revolving Credit Loans, and whether the such prepayment is of Eurodollar Loans or ABR Base Rate Loans; provided that, that (i) if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.21; (ii) no prior notice is required for the prepayment of Swing Line Loans; (iii) each such partial prepayment shall be applied pro rata to the remaining repayment installments thereof pursuant to Section 2.3 and (iv) the amount of each such partial prepayment of the Term Loans may not be reborrowed. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are ABR Base Rate Loans and Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Credit Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swing Line Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may may, upon notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Revolving Loans, Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (i) such notice delivered to must be received by the Administrative Agent no not later than 11:00 A.M., New York City time, a.m. (A) three (3) Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $50,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on entire principal amount thereof then outstanding. Each such Business Day, in the case of ABR Loans, which notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Eurodollar Loans or ABR Loans; provided thatto be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if a Eurodollar Loan is prepaid on any day other than the last day and of the Interest Period applicable theretoamount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall also pay any amounts owing pursuant to Section 2.19. Upon receipt of any make such notice prepayment and the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case . Any prepayment of Revolving Loans that are ABR Loans) a Eurodollar Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.04. Partial prepayments of Revolving Loans Each such prepayment shall be applied to the Loans of the Lenders in an amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to accordance with their respective Revolving Applicable Percentages.

Optional Prepayments. (a) The Borrower Borrowers may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penaltypenalty (except as provided below in Section 2.8(b) with respect to Term Loans), upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) one Business Days Day prior thereto, in the case of Eurodollar LoansLoans (or such shorter time as Administrative Agent accepts in its sole discretion), and no later than 11:00 A.M., New York City time, on such the same Business Day, in the case of ABR LoansLoans (or such shorter time as Administrative Agent accepts in its sole discretion), which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower Borrowers shall also pay any amounts owing pursuant to Section 2.192.18. 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 Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid, unless such notice is rescinded in writing. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. (b) In the event the Term Loans are prepaid or repaid in whole or in part by the Borrowers or either of $100,000 in excess thereof. Each prepayment them pursuant to this Section 2.8 2.8(a) prior to the first anniversary of the date hereof, the Borrowers shall be allocated pro rata pay to all the Term Lenders according to their respective Revolving Percentagesa prepayment premium of 1.00% on the amount so prepaid or repaid.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penaltypenalty (except as otherwise provided herein), upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 11:00 A.M., New York City time, on such one Business Day, Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and such prepayment, whether the such prepayment is of Eurodollar Loans or ABR Base Rate Loans; provided thatprovided, that (i) if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.18 and (ii) no prior notice is required for the prepayment of Swing Line 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, together with (except in the case of Revolving Credit Loans that are ABR Base Rate Loans and Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Credit Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swing Line Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.2:00 P.M., New York City time, three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 11:00 A.M.2:00 P.M., New York City time, on such one Business Day, Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Base Rate Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.194.11. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Credit Loans or the Term Loans, in whole or in part, without premium or penaltypenalty (subject to Section 2.24), upon at least two Business Days' irrevocable notice delivered to the Administrative Agent no Agent, if such prepayment is to be applied in whole or in part to LIBOR Loans, and upon same day notice otherwise (which notices shall be made on the relevant day not later than 11:00 10:00 A.M., New York City time), three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such Business Day, in the case of ABR Loans, which notice shall specify specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans LIBOR Loans, or a combination of LIBOR and ABR Loans; provided that, and, if of a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable theretocombination thereof, the Borrower amount allocable to each; in the case of ABR Loans, notice shall also pay any amounts owing pursuant to Section 2.19be same day. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) any accrued interest to such date on the amount prepaidprepaid and any other amounts payable pursuant to subsection 2.24. Amounts prepaid on account of the Term Loans may not be reborrowed. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 10,000,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant The Borrower shall not have the right to this Section 2.8 prepay any principal amount of any CAF Advance except as provided in subsection 2.12(a). Prepayments of any Swing Line Loan shall be allocated pro rata to all Lenders according to their respective Revolving Percentagesas provided in subsection 2.20(a).

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such one Business DayDay prior thereto, in the case of Term Loans and Revolving Loans which are ABR Loans, and no later than 11:00 A.M. New York City time on the date of prepayment, in the case of Swingline Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Term Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Subject to Section 2.6(a) and the proviso below, the Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.1:00 P.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such one Business DayDay prior thereto, in the case of ABR LoansLoans (provided that ABR Loans may be prepaid on the same Business Day if notice is received by the Administrative Agent no later than 12:00 P.M., New York City time), which notice shall specify the date and amount of prepayment and whether Type of the prepayment is of Eurodollar Loans or ABR Loansbeing prepaid, as applicable; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.18. 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 Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Each prepayment pursuant to this Section 2.8 Partial optional prepayments of the Loans shall be allocated pro rata to all ratable as among the Lenders according to their respective Revolving Percentagesthereof.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.a.m., New York City time, three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 11:00 A.M.a.m., New York City time, on such Business Day, the date of prepayment in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Base Rate Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.193.11. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Bridge Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. (b) Each and every optional prepayment in respect of $100,000 in excess thereof. Each the Bridge Loans under this Section 3.1 shall be accompanied by a prepayment premium equal to 1.0% of the principal amount of such prepayment (exclusive, to the extent applicable, of any interest capitalized pursuant to this Section 2.8 3.5(e)) as provided in Section 2.3 and shall be allocated pro rata to all Lenders according to their respective Revolving Percentagesnot require the payment of any other premium or penalty.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.4:00 P.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M.4:00 P.M., New York City time, on such one Business DayDay prior thereto, in the case of ABR Loans, and no later than 1:00 P.M., New York City Time on the date of prepayment, in the case of Swingline Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, or ABR Loans or ABR Swingline Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.16. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) ), accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant Notwithstanding anything to the contrary contained in this Section 2.8 2.7, the Borrower shall be allocated pro rata not have the right to all Lenders according to their respective Revolving Percentagesprepay any Competitive Loan without the prior consent of the Lender thereof.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M.12:00 Noon, New York City time, on such one Business DayDay prior thereto, in the case of ABR Loans (or on the same day in the case of Swingline Loans), which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Tranche B Term Loans and Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. (a) The Borrower may may, at any time and or from time to time prepay time, upon the Borrower’s irrevocable written notice to Administrative Agent received prior to 12:00 p.m. noon (New York City time) on the date of prepayment or, in the case of Revolving Loans which are Eurodollar Rate Loans, prior to 12:00 p.m. noon (New York City time) at least three Business Days prior to the proposed prepayment date, prepay Loans in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such Business Day, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided that, if a in the event that Eurodollar Loan is Rate Loans are prepaid or converted on any day other than the last day of the an Interest Period applicable theretofor such Loans, the Borrower shall also be required to pay any additional amounts owing pursuant to as provided in Section 2.194.04 hereof. Upon receipt of any Each such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans prepayment shall be in an a minimum principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. (b) The Administrative Agent will promptly notify (i) each Lender of its receipt of any prepayment of Revolving Loans and of such Lender’s Pro Rata Share (and after the occurrence of a Sharing Event, its Adjusted Pro Rata Share) of such prepayment and (ii) the Swing Line Lender of its receipt of any prepayment of Swing Line Loans. Each prepayment pursuant to this Section 2.8 Prepayments of Loans received from the Borrower shall be allocated pro rata applied first to all Lenders according Swing Line Loans and then to their respective Revolving PercentagesLoans.

Optional Prepayments. The Borrower may shall have the right at any time and from time to time prepay the Revolving Loansto prepay, without penalty, any Borrowing in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent by telephone (confirmed by telecopy) no later than 11:00 A.M.a.m., New York City time, three (3) Business Days prior thereto, in the case of a Eurodollar LoansBorrowing, and no later than 11:00 A.M.a.m., New York City time, on such one Business DayDay prior thereto, in the case of ABR Loansa Prime Borrowing, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Prime Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.16. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Prime Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments Each optional partial prepayment of Term Loans or Revolving Loans shall be in an amount equal to (x) that would be permitted in the case of ABR Loansan advance of a Borrowing of Term Loans or Revolving Loans of the same Type as provided in Sections 2.02 or 2.04, as applicable. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 Prepayments shall be allocated pro rata accompanied by accrued interest to all Lenders according to their respective Revolving Percentagesthe extent required by Section 2.13.

Optional Prepayments. The Borrower Borrowers may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M.12:00 Noon, New York City time, on the date of such Business Dayprepayment, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the applicable Borrower shall also pay any amounts owing pursuant to Section 2.192.15. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple thereof. Notwithstanding the foregoing, any notice of $100,000 prepayment delivered in excess thereof connection with any refinancing or prepayment of all of the Revolving Facility with the proceeds of Indebtedness or other transaction to be incurred or consummated substantially simultaneously with such refinancing or prepayment, may be, if expressly stated in such notice of prepayment, contingent upon the consummation of such transactions and (y) may be revoked by the applicable Borrower in the case event the incurrence of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentagessuch transaction is not consummated.

Optional Prepayments. The Borrower may at any time and from time to time time, subject to Section 2.7, prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable prior notice which notice shall be given in writing delivered to the Administrative Agent no later than 11:00 A.M.12:00 Noon, New York City time, three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Term Benchmark Rate Loans and RFR Loans and no later than 11:00 A.M.12:00 Noon, New York City time, on such one Business Day, Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Term Benchmark Rate Loans, RFR Loans or ABR Base Rate Loans; provided that, if that a Eurodollar Loan notice of optional prepayment may state that such notice is prepaid on any day conditioned upon the effectiveness of other than credit facilities or the last day receipt of the Interest Period applicable theretoproceeds from the issuance of other Indebtedness or any other event, in which case such notice of optional prepayment may be revoked by the Borrower shall also pay any amounts owing pursuant (by notice to Section 2.19the Administrative Agent on or prior to the specified date) if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are ABR Base Rate Loans) accrued interest to such date on the amount prepaid. Partial Optional prepayments of Revolving Credit Loans shall be in an amount equal applied ratably to (x) in the case outstanding balance of ABR the Revolving Credit Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower Borrowers may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M.12:00 Noon, New York City time, on the date of such Business Dayprepayment, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the applicable Borrower shall also pay any amounts owing pursuant to Section 2.192.15. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each Notwithstanding the foregoing, any notice of prepayment pursuant delivered in connection with any refinancing or prepayment of all of the Revolving Facility with the proceeds of Indebtedness or other transaction to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentagesincurred or consummated substantially simultaneously with such refinancing or prepayment, may be, if expressly stated in such notice of prepayment, contingent upon the consummation of such transactions and may be revoked by the applicable Borrower in the event the incurrence of such transaction is not consummated.

Optional Prepayments. The Borrower may Borrowers may, upon delivery of a Repayment Notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Revolving Loans, in whole or in part, part Loans outstanding under this Agreement without premium or penalty, upon irrevocable ; provided that (i) such notice delivered to must be received by the Administrative Agent no not later than 11:00 A.M.noon, New York City time, (A) three (3) Business Days prior thereto, in the case to any date of prepayment of Eurodollar Rate Loans, and no later than 11:00 A.M., New York City time, on (B) the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. Each such Business Day, in the case of ABR Loans, which notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Eurodollar Loans or ABR Loans; provided that, if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.19be prepaid. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each relevant Lender thereofof its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If any such notice is givengiven by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest any additional amounts required pursuant to Section 3.05. Each such date on the amount prepaid. Partial prepayments of Revolving Loans prepayment shall be applied to the Loans of the Lenders in an amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to accordance with their respective Revolving PercentagesPro Rata Shares.

Optional Prepayments. The Any Borrower may at any time and from time to time prepay the Revolving LoansLoans made to it, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, at least three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Eurocurrency Loans and no later than 11:00 A.M., New York City time, on such at least one Business Day, Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Eurocurrency Loans or ABR Base Rate Loans; provided thatPROVIDED, that (a) if a Eurodollar Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the relevant Borrower shall also pay any amounts owing pursuant to Section 2.196.14 and (b) no prior notice is required for the prepayment of Swing Line 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, together with (except in the case of Revolving Credit Loans that are ABR Base Rate Loans, Multicurrency Loans that are Base Rate Loans and Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans (other than Swing Line Loans) shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof (in the case of Loans denominated in Dollars) or (euro)1,000,000 or a whole multiple thereof (in the case of Loans denominated in euro). Partial prepayments of Swing Line Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M.12:00 Noon, New York City time, on such one Business DayDay prior thereto, in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Base Rate Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.194.11. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount equal of $1,000,000 or a whole multiple thereof. Any prepayments of the Term Loans pursuant to this Section 4.1 may be applied against remaining scheduled installments (xafter application of such prepayment to any accrued but unpaid interest, if any) in an order determined by the case Borrower. Partial prepayments of ABR Loans, Swingline Loans shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower Company may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent on any Business Day (to be received no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M.12:00 P.M., New York City time, on such Business Day, ) in the case of ABR LoansLoans or Swingline Loans and one (1) Business Days’ irrevocable notice to the Administrative Agent (to be received no later than 3:00 P.M., which notice shall specify New York City time, on such Business Day) in the case of Eurodollar Loans and specifying the date and amount of prepayment and whether the prepayment is of prepayment; provided that Eurodollar Loans or ABR Loans; provided that, if a Eurodollar Loan is prepaid on any day date other than the last day of the any Interest Period applicable thereto, with respect thereto shall be prepaid subject to the Borrower shall also pay any amounts owing pursuant to provisions of Section 2.195.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the Company shall make such prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued . Accrued interest to such date on the amount prepaidof any Loans paid in full pursuant to this Section 5.5 shall be paid on the date of such prepayment. Accrued interest on the amount of any partial prepayment shall be paid on the Interest Payment Date next succeeding the date of such partial prepayment. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to the lesser of (xA) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentagesthereof and (B) the aggregate unpaid principal amount of the applicable Loans, as the case may be.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.A,M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such one Business DayDay 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 Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.193.10. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 Prepayments of any tranche of Incremental Term Loans will be in such minimum principal amounts, and shall be allocated pro rata to all Lenders according to their respective Revolving Percentagesapplied, as specified in the applicable Incremental Amendment governing such tranche.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such one Business DayDay prior thereto, in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Base Rate Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.194.11. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, at least three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, LIBOR Loans and no later than 11:00 A.M., New York City time, on such at least one Business Day, 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 LIBOR Loans or ABR Loans; provided thatprovided, that (i) if a Eurodollar LIBOR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.17 and (ii) Swingline Loans may be prepaid on any Business Day upon delivery to the Swingline Lender of irrevocable notice and payment thereof not later than 3:00 p.m., New York City time, on the date of such prepayment. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 250,000 in excess thereof. Each prepayment pursuant to this Section 2.8 Partial prepayments of Swingline Loans shall be allocated pro rata to all Lenders according to their respective Revolving Percentagesin an aggregate principal amount of $100,000 or a whole multiple of $50,000 in excess thereof.

Optional Prepayments. The Borrower Subject to the payment of the applicable Prepayment Premium set forth in Section 2.1(d), Borrowers may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., by 12:00 noon (New York City time, three ) with at least one (31) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such U. S. Government Securities Business Day, in the case of ABR Loans, which ’s prior written notice shall specify to Agent specifying the date and amount of prepayment and whether such prepayment, prepay the prepayment is of Eurodollar Loans or ABR LoansTerm Loan in whole in part; provided thatprovided, if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.19. Upon receipt of that any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans partial prepayment shall be in an amount equal to (x) in the case of ABR Loans, $500,000 or a whole higher integral multiple of $100,000 in excess thereof and (y) in the case 100,000; provided, further that any notice of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each optional prepayment pursuant to this Section 2.8 clause (c) that is based on the consummation of a Change of Control or a Payment in Full of the Obligations in connection with another transaction may be conditioned on the closing of such other transaction. All such prepayments shall be allocated pro rata applied in accordance with Section 2.3(f) hereof. Each prepayment made pursuant to all Lenders according this Section 2.1(c) shall be accompanied by the payment of accrued interest to their respective Revolving Percentagesthe date of such payment on the amount prepaid. Notwithstanding the foregoing, (i) no Fourth Amendment Loans may be prepaid pursuant to this clause (c) prior to the Initial Term Loans and the Delayed Draw Term Loans being Paid in Full and (ii) no Initial Term Loans may be prepaid pursuant to this clause (c) prior to the Delayed Draw Term Loans being Paid in Full.

Optional Prepayments. The Borrower may shall have the right at any time and from time to time to prepay the Revolving Loansany Borrowing, in whole or in part, without premium or penalty, upon by giving irrevocable written notice delivered (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 A.M., a.m. (New York City time, ) not less than three (3) Business Days prior thereto, to any such prepayment and (ii) in the case of Eurodollar Loansany prepayment of any Base Rate Borrowing, and no later than 11:00 A.M., 10:00 a.m. (New York City time, ) on the date of such Business Day, in the case of ABR Loans, which prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of prepayment and whether the prepayment is of Eurodollar Loans each Borrowing or ABR Loans; provided that, if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant portion thereof to Section 2.19be prepaid. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereofof the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date specified thereindesignated in such notice, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.10(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.16. Partial prepayments Each partial prepayment of Revolving Loans any Loan shall be in an amount equal to (x) in the case of ABR Loansbe, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, in a minimum amount of $3,000,000 (or lesser amount equal to outstanding Borrowings) and integral multiples of $1,000,000 or in excess thereof, and in the case of Base Rate Loans, in a whole multiple minimum amount of $100,000 1,000,000 (or lesser amount equal to outstanding Borrowings) and integral multiples of $1,000,000 in excess thereof. Each prepayment pursuant to this Section 2.8 of a Borrowing shall be allocated pro rata applied ratably to all Lenders according to their respective Revolving Percentagesthe Loans comprising such Borrowing.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penaltypenalty (except as otherwise provided herein), upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., A.M. (New York City time, ) three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, EurodollarTerm SOFR Loans and no later than 11:00 A.M., A.M. (New York City time, on such ) one Business Day, Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of such prepayment and whether the such prepayment is of Eurodollar EurodollarTerm SOFR Loans or ABR Base Rate Loans; provided provided, that, (i) if a Eurodollar EurodollarTerm 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 2.192.19 and (ii) no prior notice is required for the prepayment of Swing Line 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, together with (except in the case of Revolving Credit Loans that are ABR Base Rate Loans and Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Credit Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swing Line Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such one Business DayDay 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 Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.17. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Each U.S. Borrower may at any time and from time to time prepay the Revolving LoansU.S. Loans made to it, in whole or in part, without premium or penalty, upon irrevocable notice substantially in the form of Exhibit G delivered to the Administrative Agent no later than 11:00 A.M.prior to 12:00 noon, New York City time, at least three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 11:00 A.M., New York City time, on such at least one Business Day, in the case of ABR LoansDay prior thereto otherwise, which notice shall specify the date and amount of prepayment and whether the prepayment is Type of Eurodollar Loans or ABR LoansLoan to be prepaid, and, if a combination thereof, the amount allocable to each; provided thatPROVIDED, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower U.S. Borrowers shall also pay any amounts owing pursuant to Section 2.192.18. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant U.S. 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 U.S. Revolving Loans that are ABR Loans and U.S. Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and U.S. Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of U.S. Swingline Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penaltypenalty (except as set forth below), upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, (a) at least three (3) Business Days (or shorter notice period approved by the Administrative Agent) prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 11:00 A.M., New York City time, (b) on such the same Business Day, Day in the case of ABR Loans or Overnight LIBOR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or ABR Overnight LIBOR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.22. Upon receipt of any such notice in respect of Eurodollar Loans, ABR Loans or Overnight LIBOR Loans the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Tranche A Term Loans and Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 Any optional prepayments of the Term Loans shall be allocated pro rata applied to all Lenders according to their respective Revolving Percentagesthe remaining installments thereof in the direct order of maturity.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, (a) on the date that is three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, Eurocurrency Loans or (b) on such Business Day, the date thereof in the case of ABR Loans, Table of Contents which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Eurocurrency Loans or ABR Loans; provided thatprovided, that if a Eurodollar Eurocurrency 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 2.192.17. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof (or, in the case of Permitted Foreign Currency Loans, approximately in such amount). Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent (a) no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar EurodollarTerm Benchmark Loans, and (b) no later than 11:00 A.M., New York City time, on such one (1) Business DayDay prior thereto, in the case of ABR Loans, and five (5) Business Days prior thereto, in the case of RFR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar EurodollarTerm Benchmark Loans, ABR Loans or ABR ABRRFR Loans; provided thatprovided, that if a Eurodollar EurodollarTerm Benchmark Loan or an RFR 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 2.192.17. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 in excess ,or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, at least three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Eurocurrency Loans and no later than 11:00 A.M.prior to 1:00 P.M., New York City time, on such Business Day, the day thereof in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Eurocurrency Loans or ABR Base Rate Loans; provided thatprovided, that (i) if a Eurodollar Eurocurrency 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 2.192.21 and (ii) no prior notice is required for the prepayment of Swing Line 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, together with (except in the case of Revolving Credit Loans that which are ABR Base Rate Loans and Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Credit Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 Loans denominated in Dollars) or (euro)500,000 or a whole multiple of (euro)100,000 in excess thereof (in the case of Loans denominated in Euros). Partial prepayments of Swing Line Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Term Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such one Business DayDay 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 Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.13. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Term Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple thereof. All voluntary prepayments of $100,000 the Term Loans shall be accompanied by (x) a prepayment fee equal to 3.0% of the principal amount prepaid if made during the period commencing on the Closing Date and ending eighteen months thereafter; provided that no such prepayment premium shall apply to prepayments made in excess thereof and accordance with Section 2.5(d), (y) in a prepayment fee equal to 2.0% of the case principal amount prepaid if made during the next succeeding twelve month period or (z), a prepayment fee equal to 1.0% of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentagesthe principal amount prepaid if made during the next succeeding twelve month period.

Optional Prepayments. The Borrower Borrowers may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penaltypenalty (except as otherwise provided herein), upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.12:00 noon, New York City time, three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 11:00 A.M.12:00 noon, New York City time, on such one Business Day, Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment such prepayment, and whether the such prepayment is of Eurodollar Loans or ABR Base Rate Loans; provided thatprovided, that (i) if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower Borrowers shall also pay any amounts owing pursuant to Section 2.19, and (ii) no prior notice is required for the prepayment of Swing Line 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, together with (except in the case of Revolving Credit Loans that are ABR Base Rate Loans and Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Credit Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple thereof. Partial prepayments of Swing Line Loans shall be in an aggregate principal amount of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.A,M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such one Business DayDay 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 Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.193.10. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 Prepayments of any tranche of Incremental Term Loans will be in such minimum principal amounts, and shall be allocated pro rata to all Lenders according to their respective Revolving Percentagesapplied, as specified in the applicable Incremental Amendment governing such tranche.

Optional Prepayments. The Borrower Borrowers may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such one Business DayDay 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 Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower Borrowers shall also pay any amounts owing pursuant to Section 2.192.20(c). Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of the Term Loans and Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) thereof. Partial prepayments of Swingline Loans shall be in the case an aggregate principal amount of Eurodollar Loans, $1,000,000 100,000 or a whole multiple of $100,000 in excess thereof. Each prepayment Prepayments of the Term Loans made pursuant to this Section 2.8 2.10 shall be allocated pro rata applied, first, to all Lenders according the prepayment of the Term Loans in accordance with Section 2.17(b) and, if the Term Loans are paid in full, then to their respective Revolving PercentagesLoans without reduction in the Revolving Commitments, the Swingline Commitment or the L/C Commitment.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such one (1) Business DayDay prior thereto, in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Base Rate Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.194.11; provided, further that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other disposition of assets does not occur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple integral multiples of $100,000 500,000 in excess thereof. Each prepayment pursuant to this Section 2.8 Partial prepayments of Swingline Loans shall be allocated pro rata to all Lenders according to their respective Revolving Percentagesin an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereof.

Optional Prepayments. (a) The Borrower may shall have the right at any time and from time to time to prepay the Revolving Loansany Borrowing, in whole or in part, without premium upon at least three Business Days’ prior written or penalty, upon irrevocable fax notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3or telephone notice promptly confirmed by written or fax notice) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day, Day prior to the date of prepayment in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided that, if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.19. Upon receipt of any such notice the Administrative Agent shall promptly notify before 12:00 (noon), New York City time; provided, however, that each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans partial prepayment shall be in an amount equal to that is (xi) in the case of Eurodollar Loans, an integral multiple of $1,000,000 and not less than $3,000,000, and (ii) in the case of ABR Loans, $500,000 or a whole an integral multiple of $100,000 1,000,000 and not less than $1,000,000. (b) Optional prepayments of Term Loans shall be applied in excess thereof chronological order to the remaining scheduled installments of principal due in respect of the Term Loans as set forth in Section 2.11(a). (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (yor portion thereof) in to be prepaid, shall be irrevocable and shall commit the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereofBorrower to prepay such Borrowing by the amount stated therein on the date stated therein. Each prepayment pursuant to All prepayments under this Section 2.8 2.12 shall be allocated pro rata subject to all Lenders according Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to their respective Revolving Percentagesbe prepaid to but excluding the date of payment.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable revocable notice (which may be conditioned as stated in such notice by the Borrower) delivered to the Administrative Agent no later than 11:00 A.M.12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M.12:00 Noon, New York City time, on such one Business DayDay 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 Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each The application of any prepayment pursuant to this Section 2.8 2.10 shall be allocated pro rata made first, to all Lenders according ABR Loans and second, to their respective Revolving PercentagesEurodollar Loans.

Optional Prepayments. (i) The Borrower may may, upon notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Revolving Loans, Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (i) such notice delivered to must be received by the Administrative Agent no not later than 11:00 A.M., a.m. (New York City time, three (3) five Business Days prior theretoto any date of prepayment of the Loans; and (ii) any prepayment of the Loans shall be in a principal amount of U.S.$2,000,000 or a whole multiple of U.S.$200,000 in excess thereof or, in if less, the case entire principal amount of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on the Loans then outstanding. Each such Business Day, in the case of ABR Loans, which notice shall specify the date and amount of such prepayment. (ii) If the Borrower makes a voluntary prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided that, if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable theretoLoans pursuant to this Section 2.03(a) on or prior to the fourth anniversary of the Closing Date, concurrently with such prepayment the Borrower shall also pay to the Administrative Agent, for ratable distribution among the Lenders, the applicable Prepayment Fee; provided, however, that the Borrower shall not be required to pay any amounts owing pursuant to Section 2.19. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and Prepayment Fee (y) in connection with any voluntary prepayment of the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment Loans pursuant to this Section 2.8 shall 2.03(a) made at any time following the occurrence of a Change in Law that has the effect of requiring the Borrower to pay additional amounts pursuant to Section 3.01(a) and (b) in excess of the amounts required to be allocated pro rata paid by the Borrower pursuant to all such Section 3.01(a) and (b) immediately prior to the occurrence of such Change in Law or (z) if the funds for such prepayment are obtained from the proceeds of a financing or offering of securities in which the Lenders according to (or any of their respective Revolving PercentagesAffiliates) participate either as lenders, arrangers, underwriters, bookrunners or any other capacity in relation thereto.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.1:00 P.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M.1:00 P.M., New York City time, on such one Business DayDay 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 Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Term Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 thereof (in the case of prepayments of ABR Loans) or $1,000,000 or a whole multiple of $500,000 in excess thereof (in the case of prepayments of Eurodollar Loans) and shall be allocated pro rata subject to all Lenders according to their respective Revolving Percentagesthe provisions of Section 2.18. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $50,000 or a whole multiple of $50,000 in excess thereof.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such one Business DayDay 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 Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.193.10. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 Prepayments of any tranche of Incremental Term Loans will be in such minimum principal amounts, and shall be allocated pro rata to all Lenders according to their respective Revolving Percentagesapplied, as specified in the applicable Incremental Amendment governing such tranche.

Optional Prepayments. The Borrower may at any time and from time -------------------- to time prepay the Revolving Acquisition Loans or (if no Acquisition Loans are then outstanding) the Term Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, at least three Business Days' (3) Business Days prior theretoor, in the case of Eurodollar prepayments of ABR Loans, and no later than 11:00 A.M.one Business Day's) irrevocable notice to the Administrative Agent (which notice must be received by the Administrative Agent prior to 1:00 P.M., New York City time, on the date upon which such Business Daynotice is due), in the case of ABR Loans, which notice shall specify specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or ABR Loans; provided thata combination thereof, and, if of a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable theretocombination thereof, the Borrower shall also pay any amounts owing pursuant amount allocable to Section 2.19each. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) any amounts payable pursuant to subsection 4.15 and accrued interest to such date on the amount prepaid. Partial prepayments of Revolving the Term Loans shall be applied to the remaining installments of principal thereof in such order as the Borrower shall specify. Amounts prepaid on account of the Loans may not be reborrowed. Partial prepayments shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 2,000,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower Borrowers may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M.12:00 Noon, New York City time, on the date of such Business Dayprepayment, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the applicable Borrower shall also pay any amounts owing pursuant to Section 2.192.15. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the \\DC - 036150/000014 - 15261895 v8 amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each Notwithstanding the foregoing, any notice of prepayment pursuant delivered in connection with any refinancing or prepayment of all of the Revolving Facility with the proceeds of Indebtedness or other transaction to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentagesincurred or consummated substantially simultaneously with such refinancing or prepayment, may be, if expressly stated in such notice of prepayment, contingent upon the consummation of such transactions and may be revoked by the applicable Borrower in the event the incurrence of such transaction is not consummated.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penaltypenalty (except as otherwise provided herein), upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., A.M. (New York City time, ) three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 11:00 A.M., A.M. (New York City time, on such ) one Business Day, Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of such prepayment and whether the such prepayment is of Eurodollar Loans or ABR Base Rate Loans; provided thatprovided, that (i) if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.18 and (ii) no prior notice is required for the prepayment of Swing Line 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, together with (except in the case of Revolving Credit Loans that are ABR Base Rate Loans and Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Credit Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swing Line Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M.12:00 Noon, New York City time, on such one Business DayDay 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 Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.17. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans which are (i) Eurodollar Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $1,000,000 or an integral multiple of $500,000 in excess thereof or (b) ABR Loans shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 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 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may at any time and from time to time time, prepay the Revolving Loans, in whole or in part, without premium or penalty, (i) with respect to Eurodollar Loans, upon at least three Business Days' irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.Agent, New York City time, three specifying the date and amount of prepayment and (3ii) Business Days prior thereto, in the case of Eurodollar with respect to ABR Loans, and no later than 11:00 A.M.upon same day irrevocable notice if such notice is received by the Administrative Agent by 1:00 P.M., New York City time, on such Business Dayday, in the case of ABR Loans, which notice shall specify specifying the date and amount of prepayment prepayment; and whether the prepayment is of Eurodollar Loans, ABR Loans or ABR Loans; provided thata combination thereof, and, if of a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable theretocombination thereof, the Borrower amount allocable to each. Prepayments of Eurodollar Loans shall also pay any amounts owing pursuant be subject to Section 2.19the provisions of subsection 2.20. 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 any amounts payable pursuant to subsection 2.20 and, in the case of Revolving prepayments of the Term Loans that are ABR Loans) only, accrued interest to such date on the amount prepaid. Partial prepayments of Revolving the Term Loans shall be applied to the installments of principal thereof pro rata. Amounts prepaid on account of the Term Loans may not be reborrowed. Partial prepayments of ABR Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, a minimum of $500,000 or and partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of a whole multiple minimum of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages1,000,000.

Optional Prepayments. The Each Borrower may at any time and from time to time prepay the Revolving LoansLoans made to such Borrower, in whole or in part, without premium or penaltypenalty (except as otherwise provided herein), upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 11:00 A.M., New York City time, on such one Business Day, Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of such prepayment, whether such prepayment is of Term Loans or Revolving Credit Loans, and whether the such prepayment is of Eurodollar Loans or ABR Base Rate Loans; provided thatprovided, that (i) if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the relevant Borrower shall also pay any amounts owing pursuant to Section 2.192.21 and (ii) no prior notice is required for the prepayment of Swing Line 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, together with (except in the case of Revolving Credit Loans that are ABR Base Rate Loans and Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Credit Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swing Line Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may may, upon delivery of a Repayment Notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Revolving Loans, in whole or in part, part the Term Loan Principal Debt without premium or penalty, upon irrevocable ; provided that (i) such notice delivered to must be received by the Administrative Agent no not later than 11:00 A.M.noon, New York City time, (A) three (3) Business Days prior thereto, in the case to any date of prepayment of Eurodollar Rate Loans, and no later than 11:00 A.M., New York City time, on (B) the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Each such Business Day, in the case of ABR Loans, which notice shall specify the date and amount of such prepayment and whether the prepayment Type(s) of Term Loan to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is of Eurodollar Loans or ABR Loans; provided that, if a Eurodollar Loan is prepaid on any day other than given by the last day of the Interest Period applicable theretoBorrower, the Borrower shall also pay any amounts owing pursuant to Section 2.19. Upon receipt of any make such notice prepayment and the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest any additional amounts required pursuant to Section 3.05. Each such date on the amount prepaid. Partial prepayments of Revolving Loans prepayment shall be applied to the Term Loans of the Lenders in an amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to accordance with their respective Revolving PercentagesPro Rata Share.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.4:00 P.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M.4:00 P.M., New York City time, on such one Business DayDay prior thereto, in the case of ABR Loans, and no later than 1:00 P.M., New York City Time on the date of prepayment, in the case of Swingline Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or ABR Swingline Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.16. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) ), accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon at least three Business Days' irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.by the Borrower, New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such Business Day, in the case of ABR Loans, which notice shall specify specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Base Rate Loans or ABR Loans; a combination thereof, and, if of a combination thereof, the amount allocable to each, provided that, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, thereto the Borrower shall also pay any amounts owing pursuant to Section 2.192.20. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 5,000,000 or a whole multiple thereof. Subject to subsection 2.10(g) below, partial prepayments of $100,000 the Term Loans shall be applied to the prepayment of the Tranche A Term Loans and the Tranche B Term Loans ratably. Amounts to be applied to the installments of the Tranche A Term Loans and the Tranche B Term Loans shall be applied ratably in excess accordance with the outstanding amounts thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall such amount prepaid may not be allocated pro rata to all Lenders according to their respective Revolving Percentagesreborrowed.

Optional Prepayments. The Borrower Borrowers may at any time tune and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, at least three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 11:00 A.M., New York City time, on such at least one Business Day, 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 Loans or ABR Loans; provided that, that if a Eurodollar Loan is prepaid on any day other earlier than the last day of the Interest Period applicable thereto, the Borrower Borrowers shall also pay any amounts owing pursuant to Section 2.192.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that which are ABR Loans and any Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Credit Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial Prepayments of Swing Line Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant Amounts to this Section 2.8 be applied in connection with optional prepayments of the Term Loans shall be allocated applied pro rata to all Lenders according to their respective Revolving Percentagesamong the Tranche A Term Loans and the Tranche B Term Loans based upon the outstanding principal amount thereof.

Optional Prepayments. The Borrower may may, upon notice from the Borrower to the Administrative Agent, at any time and or from time to time voluntarily prepay the Revolving Loans, Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (i) such notice delivered must be in a form reasonably acceptable to the Administrative Agent no and be received by the Administrative Agent not later than 11:00 A.M., New York City time, three a.m. four (34) Business Days prior theretoto any date of prepayment of Loans and (ii) any prepayment of Loans shall be in a principal amount of £5,000,000 or a whole multiple of £1,000,000 in excess thereof or, in if less, the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on entire principal amount thereof then outstanding. Each such Business Day, in the case of ABR Loans, which notice shall specify the date and amount of such prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided that, if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.19Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each relevant Lender thereofof its receipt of each such notice, and of the amount of such Lender’s Commitment Percentage of such prepayment. If any The Borrower shall make such notice is given, 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, together with (except disposition or other transaction which is contemplated to result in prepayment of the case Loans, in which event such notice may be revocable or conditioned upon such consummation). Any prepayment of Revolving Loans that are ABR Loans) a Loan shall be accompanied by all accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.12. Partial prepayments of Revolving Loans Subject to Section 3.15, each such prepayment shall be applied to the Loans of the Lenders in an amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to accordance with their respective Revolving Commitment Percentages.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.4:00 P.M1:00 P.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar EurodollarTerm Benchmark Loans, and no later than 11:00 A.M.4:00 P.M., New York City time, on such one Business DayDay 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 EurodollarTerm Benchmark Loans or ABR Loans; provided thatprovided, that if a Eurodollar EurodollarTerm 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 2.192.16. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) ), accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant Notwithstanding anything to the contrary contained in this Section 2.8 2.7, the Borrower shall be allocated pro rata not have the right to all Lenders according to their respective Revolving Percentagesprepay any Competitive Loan without the prior consent of the Lender thereof.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penaltypenalty (but including breakage costs, if any, pursuant to Section 2.17), upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 11:00 A.M., New York City time, on such one Business Day, Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of such prepayment and whether the such prepayment is of Eurodollar Loans or ABR Base Rate Loans; provided thatprovided, that (i) if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.17 and (ii) no prior notice is required for the prepayment of Swing Line 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, together with (except in the case of Revolving Credit Loans that are ABR Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Credit Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swing Line Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower Company may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon at least one (1) Business Day’s irrevocable notice delivered to the Administrative Agent (to be received no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M.3:00 P.M., New York City time, on such Business Day, ) in the case of ABR LoansLoans and three (3) Business Days’ irrevocable notice to the Administrative Agent (to be received no later than 3:00 P.M., which notice shall specify New York City time, on such Business Day) in the case of Eurodollar Loans and specifying the date and amount of prepayment and whether the prepayment is of prepayment; provided that Eurodollar Loans or ABR Loans; provided that, if a Eurodollar Loan is prepaid on any day date other than the last day of the any Interest Period applicable thereto, with respect thereto shall be prepaid subject to the Borrower shall also pay any amounts owing pursuant to provisions of Section 2.195.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the Company shall make such prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued . Accrued interest to such date on the amount prepaidof any Loans paid in full pursuant to this Section 5.5 shall be paid on the date of such prepayment. Accrued interest on the amount of any partial prepayment shall be paid on the Interest Payment Date next succeeding the date of such partial prepayment. Partial prepayments of Revolving Loans shall be in an aggregate principal amount equal to the lesser of (xA) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentagesthereof and (B) the aggregate unpaid principal amount of the applicable Loans, as the case may be.

Optional Prepayments. The relevant Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City timeLocal Time, three (3) Business Days prior thereto, in the case of Eurodollar Eurocurrency Loans, and no later than 11:00 A.M., New York City timeLocal Time, on such one Business DayDay 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 Eurocurrency Loans or ABR Loans; provided thatprovided, that if a Eurodollar Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the such Borrower shall also pay any amounts owing pursuant to Section 2.192.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such one Business DayDay 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 Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Incremental Term Loans and Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each Any notice of prepayment pursuant given by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Borrower (by notice to this Section 2.8 shall be allocated pro rata the Administrative Agent on or prior to all Lenders according to their respective Revolving Percentagesthe specified effective date) if such condition is not satisfied.

Optional Prepayments. The Borrower or any Foreign Subsidiary Borrower may at any time and from time to time prepay the Loans (other than Multicurrency Revolving Loans and French Party Revolving Loans), in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Eurocurrency Loans, and no later than 11:00 A.M., New York City time, on such one Business DayDay 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 Eurocurrency Loans or ABR Loans; provided that, that if a Eurodollar Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or the applicable Foreign Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.192.17. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an a minimum principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in a minimum principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower Borrowers may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such one Business DayDay 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 Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower Borrowers shall also pay any amounts owing pursuant to Section 2.192.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of the Term Loan and Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) thereof. Partial prepayments of Swingline Loans shall be in the case an aggregate principal amount of Eurodollar Loans, $1,000,000 100,000 or a whole multiple of $100,000 in excess thereof. Each prepayment Prepayments of the Term Loan made pursuant to this Section 2.8 2.10 shall be allocated pro rata applied, first, to all Lenders according the prepayment of the Term Loan in accordance with Section 2.17(b) and, if the Term Loans are paid in full, then to their respective Revolving PercentagesLoans without reduction in the Revolving Commitments, the Swingline Commitment or the L/C Commitments.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.2:00 P.M., New York City time, three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 11:00 A.M.2:00 P.M., New York City time, on such one Business Day, Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Base Rate Loans; provided that, if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.194.11. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penaltypenalty (except as set forth below), upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, at least three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 11:00 A.M., New York City time, on such the same Business Day, Day in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.22. Upon receipt of any such notice in respect of Eurodollar Loans or ABR Loans the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Tranche A Term Loans and Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 Any optional prepayments of the Term Loans shall be allocated pro rata applied to all Lenders according to their respective Revolving Percentagesthe remaining installments thereof in the direct order of maturity.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M.12:00 Noon, New York City time, on such one Business DayDay 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 Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.16. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans which are (i) Eurodollar Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof and or (yb) ABR Loans shall be in the case an aggregate principal amount of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Each prepayment pursuant to this Section 2.8 Partial prepayments of Swingline Loans shall be allocated pro rata to all Lenders according to their respective Revolving Percentagesin an aggregate principal amount of $500,000 or a whole multiple thereof.

Optional Prepayments. The Borrower may may, upon notice from the Borrower to the Administrative Agent, at any time and or from time to time voluntarily prepay the Revolving Loans, Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (i) such notice delivered to must be received by the Administrative Agent no (A) not later than 11:00 A.M.a.m., New York City time, three (3) Business Days prior thereto, in the case to any date of prepayment of any Eurodollar Rate Loans, and no (B) not later than 11:00 A.M.9:00 a.m., New York City time, on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such Business Day, in the case of ABR Loans, which notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Eurodollar Loans or ABR Loans; provided that, if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.19be prepaid. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each relevant Lender thereofof its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If any The Borrower shall make such notice is given, prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with (except in any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans, as the case may be, of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be applicable Lenders in an amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to accordance with their respective Revolving PercentagesPro Rata Shares.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such one Business DayDay prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and prepayment, whether the prepayment is of Eurodollar Loans or ABR Loans and whether the prepayment is of Revolving Loans or Term Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.19 and, provided, further, that the provisions of Section 2.22 shall be applicable to certain prepayments of the Term Loans made pursuant to this Section prior to the second anniversary of the Original Closing Date to the extent required by such Section 2.22. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each prepayment pursuant to this Section 2.8 Partial prepayments of Swingline Loans shall be allocated pro rata to all Lenders according to their respective Revolving Percentagesin an aggregate principal amount of $100,000 or a whole multiple thereof.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such one Business DayDay 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 Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 in excess or a whole multiple thereof. Each prepayment pursuant to this Section 2.8 Optional prepayments of the Term Loans shall be allocated pro rata applied ratably to all Lenders according to their respective Revolving PercentagesTerm Loans.

Optional Prepayments. The Borrower may at any time and from time to time-to-time prepay the Revolving LoansCredit Loans made to it, in whole or in part, without premium or penalty, upon irrevocable notice (in the form of Annex III) delivered to the Administrative Agent no later than 11:00 A.M., New York City time, at least three (3) Business Days prior theretoto 11:00 a.m. (New York City time), on the proposed prepayment date in the case of Eurodollar Loans, Loans and no later than 11:00 A.M., New York City time, on such at least one (1) Business Day, Day prior thereto in the case of ABR Base Rate Loans or Cost of Funds Loans, which notice shall specify (x) the date and amount of prepayment prepayment, (y) which Revolving Credit Loans shall be prepaid and (z) whether the prepayment is of Eurodollar Loans, Base Rate Loans, Cost of Funds Loans or ABR Loansa combination thereof, and, if of a combination thereof, the amount allocable to each; provided that, if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, or the Borrower revokes any notice of prepayment previously delivered pursuant to this Section 4.6, the Borrower shall also pay any amounts owing pursuant to Section 2.194.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest any amounts payable pursuant to such date on the amount prepaidSection 4.14. Partial prepayments of Revolving Loans pursuant to this Section shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 100,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 shall be allocated pro rata to all Lenders according to their respective Revolving Percentages.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M.12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M.12:00 Noon, New York City time, on such one (1) Business DayDay prior thereto, in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.194.11; provided, further that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other disposition of assets does not occur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Eurodollar Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple integral multiples of $100,000 in excess thereof. Each prepayment pursuant to this Section 2.8 Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be allocated pro rata to all Lenders according to their respective Revolving Percentagesin an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereof.

Optional Prepayments. The Borrower may at any time and from time to time prepay the Revolving Bridge Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on such Business Daythe prepayment date, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided thatprovided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.192.15. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Bridge Loans shall be in an aggregate principal amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Each prepayment Once prepaid, Bridge Loans may not be reborrowed; provided, that any conversions pursuant to this Section 2.8 2.7 shall not be allocated pro rata to all Lenders according to their respective Revolving Percentagesconsidered a reborrowing.