Common use of Optional Clause in Contracts

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative AgentLender pursuant to delivery to the Lender of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the Term Loans and and/or Revolving Credit Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Lender (A) such notice must be received by the Administrative Agent Lender not later than 10:00 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (23) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $2,000,000 250,000 or a whole multiple of $500,000 100,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $250,000 or a whole multiple of $100,000 in excess thereof; and (CD) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, the currency and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect inverse order of each of the relevant Facilitiesmaturity.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon upon, subject to clause (ii) below, written notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay the Term Loans of any Class and any Revolving Credit Loans in whole or in part without premium or penaltypenalty (subject to Section 2.05(c)); provided that (A1) such notice must be received by the Administrative Agent not later than 10:00 a.m. 1:00 p.m. New York City time (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on one Business Day prior to the date of any prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount minimum Principal Amount of $2,000,000 1,000,000, or a whole multiple of $500,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount minimum Principal Amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make (or cause to be made) such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon to such date, together with any additional amounts required pursuant to Section 2.05(c) or Section 3.05. Each In the case of each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 2.05, the Borrower may in its sole discretion select the Borrowing or Borrowings (x) ratably to the Term A Loan and the Term B Loan and (yorder of maturity of principal payments) to the principal repayment installments thereof on a pro-rata basisbe repaid, and each such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Each Borrower may, upon notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans Loans, and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.05(a)(i) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basisFacility, and subject to Section 2.15, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesFacility.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time time, voluntarily prepay the Term Loans and Revolving Credit Loans Loans, in whole or in part part, without premium or penalty, subject to Section 3.05; provided that provided, that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 10:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 250,000 or a whole multiple of $100,000 50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, unless such notice is revoked prior to such specified date therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basisas directed by the Borrower (and, and each in the case of no direction, applied in direct order of maturity). Subject to Section 2.15, such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A1) such notice must be received by the Administrative Agent not later than 10:00 a.m. 12:30 p.m. (1New York time or London time in the case of Loans denominated in an Alternative Currency) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereofthereof (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency Loans); and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of principal of, and interest on, Alternative Currency Loans shall be made in the outstanding relevant Alternative Currency. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied (xto repayments thereof required pursuant to Section 2.07(a) ratably to in the Term A Loan and order selected by the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesCompany.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 10:00 a.m. 12:00 p.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 2,500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans under each Facility to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.17, each such prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (x) ratably including, with respect to the Term A Loan and the Term B Loan and (y) Facility, to the principal repayment installments thereof on a pro-rata basisthereof) in the manner indicated by the Borrower, and each such prepayment shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty, except as set forth in Section 2.05(a)(iv) below; provided that (A1) such notice must be received by the 77 Syniverse Credit Agreement Administrative Agent not later than 10:00 a.m. 12:00 p.m. (1New York City time) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the one (1) Business Day prior to any date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specify, in the case of any prepayment of Term Loans, the applicable Tranche being repaid, and if a combination thereof, the principal amount allocable to each, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect ratable share of the relevant FacilityFacility or Tranche, as the case may be). If such notice is given by the BorrowerBorrower and not rescinded, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Sections 2.05(a)(iv) and Section 3.05. Each Subject to Section 2.18, each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably on a pro rata basis to the each Tranche of Term A Loan Loans and the shall be applied within each Tranche of Term B Loan and (y) Loans to the principal repayment installments thereof on a pro-rata basisin the manner directed by the Borrower (or, if no such direction is given, in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to such Tranche pursuant to Section 2.07(a)); and each such prepayment shall be paid to the Appropriate Lenders on a pro rata basis; provided that, at the request of the Borrower, in accordance with their respective Applicable Percentages in respect lieu of such application on a pro rata basis among all Tranches of Term Loans, such prepayment may be applied to any Tranche of Term Loans so long as the maturity date of such Tranche of Term Loans precedes the maturity date of each other Tranche of Term Loans then outstanding or, in the relevant Facilitiesevent more than one Tranche of Term Loans shall have an identical maturity date that precedes the maturity date of each other Tranche of Term Loans then outstanding, to such Tranches on a pro rata basis.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Applicable Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penaltypenalty (except as provided in clause (iii) below); provided that that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 10:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days (or five Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (23) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, the currency and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Applicable Borrower, the Applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) (1) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basisin such order as the Applicable Borrower may elect and (2) if applicable, and shall be accompanied by the amount specified in clause (iii) below. Subject to Section 2.16, each such prepayment shall be paid to the Lenders each Lender in accordance with their respective its Applicable Percentages Percentage in respect of each of the relevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrower mayThe Borrower, upon written notice to the Administrative AgentAgent by the Borrower, may voluntarily prepay at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans of any Class in whole or in part without premium or penaltypenalty (subject to Section 2.05(a)(iv)); provided that (A1) such notice must be received by the Administrative Agent not later than 10:00 a.m. 1:00 p.m. New York City time (1A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the date of one (1) Business Day prior to any prepayment of Base Rate LoansLoans in each case, unless the Administrative Agent agrees to a shorter period in its discretion; (B2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount minimum Principal Amount of $2,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount minimum Principal Amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon to such date, together with any additional amounts required pursuant to Section 3.05. Each In the case of each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied ), the Borrower may in its sole discretion select the Borrowing or Borrowings (x) ratably to the Term A Loan and the Term B Loan and (yapplication of such prepayment to scheduled maturities of principal payments) to the principal repayment installments thereof on a pro-rata basisbe repaid, and each such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time time, voluntarily prepay the Term Loans and of any Class, Repatriation Bridge Loans of any Class and/or Revolving Credit Loans of any Class in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Revolving Credit Loans or Repatriation Bridge Loans, as applicable, denominated in Dollars, (2) three Business Days prior to any date of prepayment of Eurocurrency Rate Term Loans, denominated in Dollars, (3) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to any date of prepayment of Eurocurrency Rate Loans denominated in an Alternate Currency and (24) on the date of prepayment of Base Rate Loans; (B)) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof (or, the same numerical number with respect to the applicable Alternate Currency in the case of any prepayment of Loans denominated in an Alternate Currency) or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05‎Section 3.07. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a‎Section 2.06(a) shall be applied (x) ratably to among the Facilities, Classes and/or Class in such amounts as the Borrower may direct in its sole discretion; provided that any such prepayment of any Class of Term Loans shall be applied against the then remaining scheduled amortization payments under the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on Loans in order of their maturities. Each prepayment in respect of a pro-rata basis, and each such prepayment particular Facility shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay the Term Loans and the Revolving Credit Loans Loans, in whole or in part part, without premium or penalty; provided that (A) such , upon irrevocable notice must be received by delivered to the Administrative Agent not later than 10:00 a.m. by 11:00 A.M., New York City time, (1) at least three Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and or (2) on the date of such prepayment in the case of Base Rate ABR Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment, whether the prepayment and is of the Type(s) Revolving Loans or of the Term Loan, whether the prepayment is of Eurodollar Loans to be prepaid or ABR Loans and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such 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 2.15. The Upon receipt of any such notice, the Administrative Agent will shall promptly notify each relevant Lender of its receipt of each such notice, thereof and of the amount of such Lender’s its ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with (except in the case of a Eurodollar Rate Loan shall be accompanied by all Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $500,000 or a whole multiple thereof, together with any additional amounts required pursuant of, if less, the entire principal amount thereof then outstanding. Subject to Section 3.05. Each 2.22, each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.6(a) shall be applied (x) ratably first, to the Term A Loan scheduled principal repayment installments due in the immediately succeeding four fiscal quarters in direct order of maturity, and the Term B Loan and (y) thereafter to the remaining principal repayment installments thereof on a pro-pro rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time time, voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (23) on the date of prepayment of Base Rate Committed Loans; (B) any prepayment of Eurodollar Eurocurrency Rate Committed Loans shall be in a minimum principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion 's Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the BorrowerCompany, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.07. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.06(a) shall be applied (x) ratably to among the Facilities in such amounts as the Company may direct in its sole discretion, provided that any such prepayment of the Term A Loan and Loans shall be applied against the then remaining scheduled amortization payments under the Term B Loan and (y) to the principal repayment installments thereof on Loans in order of their maturities. Each prepayment in respect of a pro-rata basis, and each such prepayment particular Facility shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon upon, subject to clause (iii) below, written notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay the Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penaltypenalty (subject to Section 2.05(a)(iv); provided that (A1) such notice must be received by the Administrative Agent not later than 10:00 a.m. 1:00 p.m. New York City time (1A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the date of one (1) Business Day prior to any prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount minimum Principal Amount of $2,000,000 2,000,000, or a whole multiple of $500,000 1,000,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount minimum Principal Amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon to such date, together with any additional amounts required pursuant to Section 3.05. Each In the case of each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied ), the Borrower may in its sole discretion select the Borrowing or Borrowings (x) ratably to the Term A Loan and the Term B Loan and (yapplication of such prepayment to scheduled maturities of principal payments) to the principal repayment installments thereof on a pro-rata basisbe repaid, and each such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon written notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on one Business Day prior to the date of any prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided, further, that any such notice may state that such notice is conditioned upon effectiveness of other financing or the occurrence of other events, in which case such notice may be revoked by the Borrower, by notice to the Administrative Agent on or prior to the date specified therein if such condition is not satisfied. Each such notice shall be substantially in the form of Exhibit B hereto and specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrower The Company may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penaltypenalty subject to Section 3.06; provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 10:00 11:00 a.m. (1A) on the date three Business Days prior to any the date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities3.06.

Optional. (i) Subject The Borrowers may, pursuant to delivery to the last sentence Agent of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agentwritten notice, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans Advances in whole or in part without premium or penaltypenalty subject to Section 8.04(e); provided that that, unless otherwise agreed by the Agent, (A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (New York City time) (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans Advances and (2) on the date of prepayment of Base Rate LoansAdvances; (B) any prepayment of Eurodollar Rate Loans Advances shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans Advances shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans Advance to be prepaid and, if Eurodollar Rate Loans Advances are to be prepaid, the Interest Period(s) of such LoansAdvances. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage Pro Rata Share in respect of the relevant Facility). If such notice is given by the a Borrower, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan Advance shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.058.04(e). Each prepayment of the outstanding Term Loans pursuant Subject to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis2.23, and each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages Pro Rata Share in respect of each of the relevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Revolving Loans or Term Loans and Revolving Credit Loans Loans, in each case, of any Class, in whole or in part without premium or penalty, subject to Section 2.05(j); provided that (A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 250,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Lender and Term Lender, as applicable, of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant applicable Facility). If such notice is given by the Borrower, the Borrower shall make such Foresight Credit Agreement prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon (i) the effectiveness of another credit facility or the closing of a securities offering or (ii) a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied (provided further that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.05). Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided provided, that (A1) such notice must be received by the Administrative Agent not later than 10:00 a.m. 12:30 p.m. (1Charlotte, North Carolina time) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect Pro Rata Share of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) applied, first, in direct order of maturities, to the principal repayment installments thereof (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.07 (a) and (b) that are due within eighteen (18) months after the date of such prepayment, and second, on a pro-pro rata basis, to the other principal repayment installments thereof; and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty (except as provided in clause (iii) below); provided provided, that (A1) such notice must be received by the Administrative Agent not later than 10:00 a.m. 2:00 p.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 51 million or a whole multiple of $500,000 1 million in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(sClass (or Classes) and Type (or Types) of Loans to be prepaid and, if Eurodollar Rate Loans are and the order of Borrowing (or Borrowings) to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each In the case of each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basisrepaid, and each such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each Pro Rata Shares. Partial prepayments of the relevant FacilitiesTerm Loans of any Class pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans of such Class required under Section 2.07(a) as directed by the Borrower.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 2,500,000 or a whole multiple of $500,000 250,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 250,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.17, each such prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably as follows: first to the Term A Loan principal repayment installment thereof due as of the end of the fiscal quarter in which such prepayment is made, until such principal installment has been reduced to zero ($0) and the Term B Loan and (y) second to the remaining principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Each Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the Term Loans, Incremental Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that that, unless otherwise agreed by the Administrative Agent, (Ai) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and denominated in Dollars, (2B) on the date of prepayment of Base Rate Loans, and (C) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in an Alternative Currency; (Bii) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof thereof; or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Loans to be prepaid, the currency in which such Loan(s) to be prepaid is(are) denominated and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the a Borrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans or Incremental Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof as directed by a Borrower in such notice, or if not so directed by the applicable Borrower, on a pro-rata pro‑rata basis. Subject to Section 2.16, and each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A1) such notice must be received by the Administrative Agent not later than 10:00 a.m. 12:30 p.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding, (4) PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED BY STATION CASINOS, LLC WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. THIS INFORMATION HAS BEEN DENOTED BY ASTERISKS [***]. each prepayment of Term Loans pursuant to this Section 2.05(a)(i) shall be applied first, to the outstanding principal balance of Tranche B-1 Term Loans, second, to the outstanding principal balance of the Tranche B-2 Term Loans and, subject to clause (6) below, third, to the outstanding principal balance of the Tranche B-3 Term Loans, (5) any such voluntary prepayment of the Tranche B-1 Term Loans or Tranche B-2 Term Loans shall be applied to the remaining scheduled principal payments thereof in reverse order of maturity and (6) no voluntary prepayment of the Tranche B-3 Term Loans shall be permitted prior to December 31, 2012 unless (x) the Release Conditions shall be satisfied on the date of such prepayment and (y) the Fixed Rate Conversion Effective Date has not occurred prior to the date of such prepayment. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrower The Borrowers may, upon notice to the Administrative AgentAgent by the Borrowers, at any time or from time to time voluntarily prepay the any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penaltypenalty (other than as required by Section 3.05 and except as provided in Section 2.05(a)(vi) below); provided that (A1) such notice must be received by the Administrative Agent not later than 10:00 11:30 a.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $2,000,000 1,000,000, or a whole multiple of $500,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; and (C3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 2.05(a)(vi) and Section 3.05. Each In the case of each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied ), the Borrowers may in its sole discretion select the Class or Classes of Borrowing or Borrowings (x) ratably to the Term A Loan and the Term B Loan and (yorder of maturity of principal payments) to the principal repayment installments thereof on a pro-rata basisbe repaid, and each such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages Pro Rata Shares or other applicable share provided for under this Agreement. Notwithstanding anything to the contrary in this Agreement, (x) after any Extension, the Borrower may voluntarily prepay any Borrowing of any Class of non-extended Term Loans or non-extended Revolving Credit Loans (and terminate the related Revolving Credit Commitment) pursuant to which the related Extension Request was made without any obligation to prepay the corresponding Extended Term Loans or may voluntarily prepay any Borrowing of any Extended Term Loans or Extended Revolving Credit Loans (and terminate the related Extended Revolving Credit Commitment) pursuant to which the related Extension Request was made without any obligation to voluntarily prepay the corresponding non-extended Term Loans or non-extended Revolving Credit Loans and (y) after the incurrence or issuance of any Incremental Term Loans, Incremental Revolving Loans, Refinancing Term Loans, Refinancing Revolving Loans or Replacement Term Loans, the Borrower may voluntarily prepay (and terminate the related Commitment with respect to) any Borrowing of each any Term B Loans or Revolving Credit Loans without any obligation to voluntarily prepay (or terminate the related Commitment with respect to) any Class of Incremental Term Loans, Incremental Revolving Loans, Refinancing Term Loans, Refinancing Revolving Loans or Replacement Term Loans, or may voluntarily prepay (and terminate the relevant Facilitiesrelated Commitment with respect to) any Borrowing of any Class of Incremental Term Loans, Incremental Revolving Loans, Refinancing Term Loans, Refinancing Revolving Loans or Replacement Term Loans without any obligation to voluntarily prepay (or terminate the related Commitment with respect to) the Term B Loans, any other Term Loans or any Revolving Credit Loans; provided that any Incremental Loans effected as a Term Loan Increase or a Revolving Commitment Increase to any existing Class of Term Loans or Revolving Credit Loans and such existing Class of Term Loans or Revolving Credit Loans, as applicable, shall in all events be voluntarily prepaid on a pro rata basis.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be in form acceptable to the Administrative Agent in its reasonable discretion and be received by the Administrative Agent not later than 10:00 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 50,000 or a whole multiple of $500,000 50,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 50,000 or a whole multiple of $100,000 50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s 's Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant Subject to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis2.17, and each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrower The Company may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (Ax) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the one Business Day prior to any date of prepayment of Base Rate Loans; (By) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (Cz) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the BorrowerCompany, the Borrower 66 MSGN – A&R Credit Agreement (2019) Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and and, subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesFacility.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied in the following order (x) ratably to the Term A Loan and the Term B Loan and (y) first, to the principal repayment installments thereof in direct order of maturity to the following four (4) scheduled payments to be made on each Term Loan Repayment Date for each Term Facility (on a pro-rata basisbasis among the Closing Date Term Loans, the Term A-1 Loans and the Term A-2 Loans; provided that if there is no scheduled payment for one or more of the Term Facilities in the three (3) month period following such prepayment, prepayments shall be applied only to the scheduled payments of the Term Facilities that have scheduled payments in the three (3) month period following such prepayment), and (y) thereafter, to the remaining principal repayment installments to be made on each remaining Term Loan Repayment Date (on a pro-rata basis both (a) as amongst the Closing Date Term Loans, the Term A-1 Loans and the Term A-2 Loans and (b) as amongst the remaining principal repayment installments of the Term Loans). Subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) Subject to the last sentence of Except as otherwise provided below in this Section 2.05(a)(i2.05(a), the Borrower Borrowers may, upon notice from a Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A1) such notice must be received by the Administrative Agent not later than 10:00 a.m. 12:00 p.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment, the Class(es) and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaidand in the case of a prepayment of Term Loans, the Interest Period(s) manner in which the Borrowers elect to have such prepayment applied to the remaining repayments thereof; provided that in the event such notice fails to specify the manner in which the respective prepayment of Term Loans shall be applied to repayments thereof required pursuant to Section 2.07(a), such Loansprepayment of Term Loans shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07(a). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the a Borrower, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A1) such notice must be received by the Administrative Agent not later than 10:00 (x) other than in the case of the repayment of the Initial Term Loans on the First Amendment Effective Date, 11:00 a.m. (1New York City time) (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the one Business Day prior to any date of prepayment of Base Rate LoansLoans or (y) in the case of the repayment of the Term B Loans on the First Amendment Effective Date, 2:00 p.m. (New York City time) on the First Amendment Effective Date; (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Tranche of Loans to be prepaid, the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans (except that if the class of Loans to be prepaid includes both Base Rate Loans and Eurodollar Rate Loans, absent direction by the Borrower, the applicable prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount payable by the Borrower in respect of such prepayment pursuant to Section 3.05). The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect ratable share of the relevant FacilityTranche). If such notice is given by the Borrower, subject to clause (iii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 2.05(a)(iv) and Section 3.05. Each Subject to Section 2.19, each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the applicable Tranche of Term A Loan Loans and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basisas directed by the Borrower (and absent any such direction, in direct order of maturity thereof); and each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitieson a pro rata basis.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied in the following order (x) ratably to the Term A Loan and the Term B Loan and (y) first, to the principal repayment installments thereof in direct order of maturity to the following four (4) scheduled payments to be made on each Term Loan Repayment Date (on a pro-rata basisbasis among the Closing Date Term Loans and the Additional Term Loans), and (y) thereafter, on a pro-rata basis amongto the remaining principal repayment installments to be made on each remaining Term Loan Repayment Date (on a pro-rata basis among the Closing Date Term Loans and the Additional Term Loans and after such application on a pro-rata basis amongst the remaining principal repayment installments of each Term Loan). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i2.05(c), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time after the date that is ten (10) Business Days after the Closing Date, voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) appropriately completed and signed by a Responsible Officer and be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of a Eurodollar Rate Loan, any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basisas directed by the Borrower, and subject to Section 2.15, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesFacility.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied in the following order (x) ratably to the Term A Loan and the Term B Loan and (y) first, to the principal repayment installments thereof in direct order of maturity to the following four (4) scheduled payments to be made on each Term Loan Repayment Date for each Term Facility (on a pro-rata basis among the Closing Date Term Loans, the Term A-1 Loans and the Additional Term XxxxxXxxx X-0 Loans; provided that if there is no scheduled payment for one or more of the Term Facilities in the three (3) month period following such prepayment, prepayments shall be applied only to the scheduled payments of the Term Facilities that have scheduled payments in the three (3) month period following such prepayment), and (y) thereafter, to the remaining principal repayment installments to be made on each remaining Term Loan Repayment Date (on a pro-rata basis amongboth (a) as amongst the Closing Date Term Loans and the Additional Term Loans and after such application on a pro-rata basis, the Term A-1 Loans and each the Term A-2 Loans and (b) as amongst the remaining principal repayment installments of eachthe Term LoanLoans). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon written notice to the Administrative AgentAgent (a “Prepayment Notice”), at any time or from time to time voluntarily prepay Loans made to the Term Loans and Revolving Credit Loans Borrower, in whole or in part without premium or penaltypenalty except as described in clause (iv) below; provided provided, that (A) such notice must be received by the Administrative Agent not later than 10:00 a.m. 11:00 a.m., (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 250,000 or a whole multiple of $100,000 50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Borrower, the The Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 2.05(a)(iv) and Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to among the Facilities in such amounts as the Borrower may direct in its sole discretion and, in the case of the Term A Loan and Facilities, in direct order of maturity or as otherwise directed by the Term B Loan and (y) to Borrower. Other than as set forth in Section 10.07(l), each prepayment made by the principal repayment installments thereof on Borrower in respect of a pro-rata basis, and each such prepayment particular Facility shall be paid to the Administrative Agent for the account of (and to be promptly disbursed to) the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrower The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Libor Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Libor Rate Loans shall be in a principal amount of $2,000,000 100,000 or a whole multiple of $500,000 100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding or as otherwise may be agreed by the Administrative Agent. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Libor Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Libor Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.053.05 to the extent the Borrowers have been made aware of such amounts at the time of the prepayment. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) first to the Term Facility ratably to the Term A Loan and the Term B Loan and (y) to the respective principal repayment installments thereof on a pro-rata basisthereof, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. No voluntary prepayment of any Revolving Credit Loans shall result in the reduction of the Revolving Credit Commitment unless requested by the Borrowers pursuant to Section 2.06(a) hereof.

Optional. (i) Subject The Borrower may at any time and from time to the last sentence of this Section 2.05(a)(i), the Borrower maytime, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that any prepayment of Loans pursuant to this Section 2.03 made on or prior to the second anniversary of the Closing Date shall be accompanied by a premium equal to (i) in the case of any such prepayment on or prior to the first anniversary of the Closing Date, 2.0% of the aggregate principal amount so prepaid and (ii) in the case of any such prepayment after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, 1.0% of the aggregate principal amount so prepaid; provided, further that (A) such notice must be received by the Administrative Agent not later than 10:00 a.m. 12:00 p.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant FacilityPercentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesFacility.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i2.04(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit any Class or Classes of Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 9:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) Types and Classes of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) Periods of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.04(a) shall be applied (x) ratably to the Class or Classes of Term A Loan and Loans as directed by the Term B Loan Borrower and (y) to the principal repayment installments thereof on a pro-rata basisas directed by the Borrower, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. Notwithstanding anything to the contrary contained herein, any prepayment of the Term B Facility made after the Closing Date but on or prior to the six (6) month anniversary of the Closing Date in connection with a Repricing Event shall be accompanied by the payment of the fee described in Section 2.08(c). Notwithstanding the foregoing, if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a new financing that would result in the repayment of all Obligations in connection therewith, the termination of the Loans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummated.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without without, except as set forth in Section 2.05(a)(iv) below, premium or penalty; provided provided, that (A1) such notice must be received by the Administrative Agent not later than 10:00 a.m. 12:00 p.m. (1New York time) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect ratable share of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Sections 2.05(a)(iv) and 3.05. In the event of any prepayments of Loans under this Section 3.052.05(a) made at a time when Loans of more than one tranche remain outstanding, the Borrower shall select the tranche of Loans to be prepaid. Each prepayment of the outstanding Term Loans under a Facility pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and then-remaining amortization payments in the Term B Loan and (y) to manner directed by the principal repayment installments thereof on a pro-rata basis, Borrower; and each such prepayment shall be paid to the applicable Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitieson a pro rata basis.

Optional. (i) Subject The Borrower shall have the right, at its election, to prepay the last sentence outstanding amount of this Section 2.05(a)(i)the applicable Loans, the Borrower may, upon notice to the Administrative Agentas a whole or in part, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 a.m. (1) three Business Days prior to any date of together with a prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each casepremium, if lessapplicable, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facilityprincipal amount of such Loans so prepaid in an amount equal to the percentage set forth below of such principal amount prepaid for any prepayment made during the periods set forth below: Prepayment Period: Prepayment Consideration Prepayment made on or before October 25, 2019 5% of principal prepaid Prepayment made after October 25, 2019 and on or before October 26, 2020 4% of principal prepaid Prepayment made after October 26, 2020 and on or before October 25, 2021 3% of principal prepaid Prepayment made after October 25, 2021 and on or before October 25, 2022 2% of principal prepaid Prepayment made after October 25, 2022 and on or before October 25, 2023 1% of principal prepaid (the “Prepayment Consideration”). If No prepayment premium shall be required pursuant to this paragraph in respect of any prepayment of such notice Loans made after October 25, 2023; provided, that if any full or partial prepayment of the outstanding amount of any LIBOR Loan is given by made other than on the Borrowerlast day of the Interest Period relating thereto, the Borrower shall make pay all amounts due under Section 5.4. The Borrower shall give the Agent, no later than 10:00 a.m., Cleveland time, at least three (3) Business Days’ (or such shorter period as the Agent may agree) prior written notice of any prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to 2.8., in each case specifying the Term A proposed date of payment of the Loan and the principal amount to be paid. Agent shall not be obligated to accept any prepayment of the Term B Loans unless it is accompanied by the applicable Prepayment Consideration. Borrower acknowledges that the Prepayment Consideration is bargained for consideration and is not a penalty. Borrower recognizes that Lenders would incur substantial additional costs and expense in the event of a prepayment of the Loans and that the Prepayment Consideration compensates Lenders for such costs and expenses (including, without limitation, the loss of Lenders’ investment opportunity during the period from the prepayment date until the Termination Date). Borrower agrees that Lenders shall not, as a condition to receiving the Prepayment Consideration, be obligated to actually reinvest the amount prepaid in any obligation or in any other manner whatsoever. If, following the occurrence and during the continuance of any Event of Default, Borrower shall tender payment of an amount sufficient to satisfy the Loan on or before October 25, 2023, such tender by Borrower shall be deemed to be a voluntary prepayment in the amount tendered and (y) in such case Borrower shall also pay to Lender, with respect to the principal repayment installments thereof on a pro-rata basisamount tendered, and each the applicable Prepayment Consideration. Agent shall not be obligated to accept any such prepayment shall be paid to the Lenders tender unless it is accompanied by all Prepayment Consideration due in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesconnection therewith.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 100,000 or a whole multiple of $500,000 100,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basisin inverse order of maturity, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit any Class of Loans in whole or in part without premium or penaltypenalty (subject to Section 2.05(d)); provided that (A) such notice must be received by (A) with respect to prepayments of any Class of Term Loans or Incremental First Lien Term Loans, the Administrative Agent not later than 2:00 p.m. (New York Time) (x) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (y) one (1) Business Day prior to the date of prepayment of Base Rate Loans or (B) with respect to prepayments of any Class of Revolving Credit Loans, the Administrative Agent not later than 10:00 a.m. (1New York Time) three on the Business Days prior to any date Day of prepayment such prepayment, in the case of Eurodollar each of Eurocurrency Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect Pro Rata Share of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05‎3.05. Each Subject to Section ‎2.16, each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a‎2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) in direct order of maturities to the principal repayment installments thereof on a pro-rata basis, (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections ‎2.07(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages Pro Rata Shares. Each prepayment of Revolving Credit Loans made pursuant to this Section 2.05(a) at a time when Revolving Credit Loans of more than one Class remain outstanding shall be paid to the Lenders in respect of each of the relevant Facilitiesaccordance with their respective Pro Rata Shares. All prepayments under this Section 2.05(a)(i) shall be subject to Section 2.05(d).

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice in the form of a Prepayment Notice delivered to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans or Incremental Term Loans in whole or in part without premium or penaltypenalty (other than, in the case of any Eurodollar Rate Loan, any amounts required pursuant to Section 3.05 and, in the case of any Incremental Term Loans, any premium contained in the applicable Joinder Agreement); provided that (A) such notice must be received by the Administrative Agent not later than 10:00 a.m. 12:00 p.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans or CDOR Rate Loans and (2) on the one Business Day prior to any date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans and CDOR Rate Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (i) the date and amount of such prepayment and (ii) the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or CDOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any voluntary prepayment of a Eurodollar Rate Loan pursuant to this Section 2.05(a)(i) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts if required pursuant to Section 3.05. Each Subject to Section 2.16, each such prepayment of the outstanding Incremental Term Loans pursuant to this Section 2.05(a)(i) shall be applied as directed by the Borrower to the installments thereof. All payments made pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-pro rata basis, and basis to each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each Lender holding Loans of the relevant Facilitiesapplicable Facility or Series being prepaid.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty (except as provided in clause (iv) below); provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 10:00 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and Loans, (2B) on the date of prepayment of Base Rate Loans, (C) five Business Days prior to any date of prepayment of Fixed Rate Loans; (Bii) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Facility, Type(s) and, if applicable, Tranche, of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the Aggregate Revolving Credit Commitment or Aggregate Term Loan Commitment with respect to the relevant FacilityTranche, as applicable). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Any Additional Term Loan Prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) a Fixed Rate Loan shall be applied accompanied by all accrued interest on the amount prepaid (x) ratably including the capitalization of any interest to the Term A Loan and the Term B Loan and (ybe paid-in-kind) to the principal repayment installments thereof on a pro-rata basisextent that such interest is permitted to be paid under Section 11.01. Subject to Section 2.16, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.Facilities and Tranches. 77

Optional. (i) Subject to the Intercreditor Agreement and the last sentence of this Section 2.05(a)(i2.03(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypart; provided that (A) for any such prepayments made in connection with a Repricing Event prior to the six month anniversary of the Second Restatement Date, the Borrower shall pay to the Administrative Agent, for the benefit of the applicable Lenders, the fee described in Section 2.07(c); (B) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (BC) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (CD) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant FacilityPercentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.03(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis, and each as directed by the Borrower. Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of Percentages. Notwithstanding anything to the relevant Facilitiescontrary contained herein, the Borrower shall not be permitted to prepay the Facility pursuant to this Section 2.03(a) during the period from the Restatement Date through the date ten Business Days thereafter.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the i)The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time time, voluntarily prepay the Term Loans and of any Tranche (subject to Section 2.18 in the case of any Extended Term Loans) and/or Revolving Credit Loans in whole or in part without premium or penalty; provided provided, that (AA)(A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (11)(1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans RateTerm Benchmark Loans, and (22)(2) on the date of prepayment of Base Rate Loans; (B) any B)(B)any prepayment of Eurodollar Rate RateTerm Benchmark Loans shall be in a minimum principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (CC)(C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate RateTerm Benchmark Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.07. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.06(a) shall be applied (xi) ratably among the Facilities in such amounts as the Borrower may direct in its sole discretion. Each prepayment of the Term Loans of any Class or Classes made pursuant to this Section 2.06(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class or Classes in the manner specified by the Borrower or, in the absence of any such specification on or prior to the Term A Loan and date of the Term B Loan and (y) to the principal repayment installments thereof on relevant optional prepayment, in direct order of maturity. Each prepayment in respect of a pro-rata basis, and each such prepayment particular Facility shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Each Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (2C) on the date of prepayment of Base Rate Committed Loans; (Bii) any prepayment of Eurodollar Rate Loans denominated in Dollars shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Alternative Currency Equivalent of $1,000,000 or a whole multiple of the Alternative Currency Equivalent of $500,000 in excess thereof; and (Civ) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the BorrowerCompany, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may be conditional on the effectiveness of a replacement credit agreement (or other similar document) or the receipt of proceeds of the issuance of Indebtedness or some other identifiable event or condition and may be revoked by the Company (by written notice to the Administrative Agent at least one (1) Business Day prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) clause shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis, and each in inverse order of maturity. Each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon upon, subject to clause (iii) below, written notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay the Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penaltypenalty (subject to Section 2.05(a)(iv)); provided that (A1) such notice must be received by the Administrative Agent not later than 10:00 a.m. 1:00 p.m. New York City time (1A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the date of any prepayment of Base Rate Loans; (B1) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount minimum Principal Amount of $2,000,000 2,000,000, or a whole multiple of $500,000 in excess thereof; and (C2) any prepayment of Base Rate Loans shall be in a principal amount minimum Principal Amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon to such date, together with any additional amounts required pursuant to Section SectionSection 3.05. Each In the case of each prepayment of the outstanding Term Loans pursuant to this Section SectionSection 2.05(a) shall be applied ), the Borrower may in its sole discretion select the Borrowing or Borrowings (x) ratably to the Term A Loan and the Term B Loan and (yorder of maturity of principal payments) to the principal repayment installments thereof on a pro-rata basisbe repaid, and each such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice in the form of a Prepayment Notice delivered to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans or Incremental Term Loans in whole or in part without premium or penaltypenalty (other than, in the case of any Eurodollar Rate Loan, any amounts required pursuant to Section 3.05 and, in the case of any Incremental Term Loans, any premium contained in the applicable Joinder Agreement); provided that (A) such notice must be received by the Administrative Agent not later than 10:00 a.m. 12:00 p.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the one Business Day prior to any date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (i) the date and amount of such prepayment and (ii) the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any voluntary prepayment of a Eurodollar Rate Loan pursuant to this Section 2.05(a)(i) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts if required pursuant to Section 3.05. Each Subject to Section 2.16, each such prepayment of the outstanding Incremental Term Loans pursuant to this Section 2.05(a)(i) shall be applied as directed by the Borrower to the installments thereof. All payments made pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-pro rata basis, and basis to each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each Lender holding Loans of the relevant Facilitiesapplicable Facility being prepaid.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the Term Loans and Loans, Revolving Credit Loans or any individual Facility, in each case, in whole or in part without premium or penaltypenalty (subject to Section 2.03(a)(i)2.05(a)(iii) ); provided that (A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three two Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereofthereof or, if less, the entire principal amount thereof then outstanding; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment, the Facility(ies) to be prepaid and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, unless rescinded pursuant to clause (iii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.032.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basisas directed by the Borrower, and subject to Section 2.152.17 , each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each the applicable Facility. Notwithstanding anything in this Agreement to the contrary, for the avoidance of doubt, the Borrower may elect to make a voluntary prepayment pursuant to this Section 2.032.05 (a) of 2020 Term Loans or(x) any Term Loan, including any Incremental Term Loan, without making any voluntary prepayment of the relevant FacilitiesRevolving Credit Loans, including any Incremental Revolving Loans; (y) any Revolving Credit Loans, including any Incremental Revolving Loans, without making any voluntary prepayment of the Term Loans, including any Incremental Term Loan or (z) any Incremental Term Loans incurred after the New 2023 Incremental Amendment Effective Date without making any voluntary prepayment of the New 2023 Incremental Term Loans.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 10:00 a.m. 12:00 p.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Eurocurrency RateTerm SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (2C) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Eurocurrency RateTerm SOFR Loans shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $500,000 in excess thereof; and (Civ) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, currency and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid, and if Eurodollar Eurocurrency RateTerm SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)) of such prepayment. If such notice is given by the BorrowerCompany (and has not been rescinded or revoked by the Company), the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.61 158477613_2174043865_5

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loan, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (23) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (i) the date and amount of such prepayment and prepayment, (ii) the Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such LoansLoans and (iii) in the case of a prepayment of Loans in Dollars, the Class of the Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such notice is given in connection with a refinancing of all Senior Credit Obligations (other than contingent indemnification obligations), such notice may be conditional on the effectiveness of the replacement credit agreement or other similar document and may be revoked by the Borrower if such condition is not satisfied. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and Facilities in such manner as the Term B Loan Borrower shall direct and (y) to the principal repayment installments thereof in such order as the Borrower shall direct, or failing such direction, on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Term B Facility pursuant to this Section 2.05(a)(i) during the period from the Closing Date through the date ten Business Days thereafter.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty (subject to Section ‎2.03(a)(i)); provided that (A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereofthereof or, if less, the entire principal amount thereof then outstanding; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, unless rescinded pursuant to clause (iii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05‎3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a‎2.03(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basisas directed by the Borrower, and subject to Section ‎2.15, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each the Term Facility, provided that the 2016 Term Loans may be prepaid on a less than pro-rata basis with the 2014 Term Loans as directed by the Borrower (including directing the application of such prepayments entirely to the relevant Facilities2014 Term Loans).

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium (except as set forth in Section 2.05(c)) or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 a.m. 12:00 noon (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such notice is given in connection with a refinancing of all Obligations (other than contingent indemnification obligations), such notice may be conditional on the effectiveness of a replacement credit facility or other similar financing and may be revoked by the Borrower if such condition is not satisfied, subject to the provisions of Section 3.05. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basisthereof, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Each Borrower may, upon notice to the Administrative -------- Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A1) such notice must be received -------- by the Administrative Agent not later than 10:00 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans, (B) five Business Days prior to any date of prepayment of Loans denominated in Yen and (2C) on the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 the Revolving Credit Borrowing Minimum or a whole multiple of $500,000 Revolving Credit Borrowing Multiple in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion 's Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment ------------- (ii) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided -------- that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan prepayment, and (y2) to the principal repayment installments thereof on a pro-rata basis, and each any such prepayment shall be paid to in a minimum principal amount of $500,000. Each such notice shall specify the Lenders date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in accordance with their respective Applicable Percentages in respect of each of such notice shall be due and payable on the relevant Facilities.date specified therein. (b)

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i2.05(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Term Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans (of any Class) pursuant to this Section 2.05(a2.05 (a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basisin direct order of maturity, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages Percentage in respect of the Term Facility. If any Repricing Event occurs prior to the date occurring 12six (6) months after the ClosingAmendment No. 2 Operative Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Term Lender with Term Loans that are subject to such Repricing Event (including any Term Lender which is replaced pursuant to Section 3.06 as a result of its refusal to consent to an amendment giving rise to such Repricing Event), a fee in an amount equal to 1.00% of the relevant Facilitiesaggregate principal amount of the Term Loans subject to such Repricing Event. Such fees shall be earned, due and payable upon the date of the occurrence of such Repricing Event.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrower The Borrowers may, upon notice to the Administrative Agent from the Borrower Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that except with respect to prepayments in accordance with Section 4.04(c), (A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Eurocurrency RateCORRA Loans or SOFR Loans and (2) on the one Business Day prior to any date of prepayment of Base Rate Loans or Canadian Prime Rate Loans; (B) any prepayment of Eurodollar Rate Eurocurrency RateCORRA Loans or SOFR Loans shall be in a Dollar Equivalent principal amount of $2,000,000 100,000 or a whole multiple of $500,000 100,000 in excess thereof; and (C) any prepayment of Base Rate Loans or Canadian Prime Rate Loans shall be in a Dollar Equivalent principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. During a Dominion Trigger Period, there shall be no minimum repayment amount for Base Rate Loans or Canadian Prime Rate Loans. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Eurocurrency RateCORRA Loans or SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Revolving Credit Facility). If such notice is given by the BorrowerBorrower Agent, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Eurocurrency RateCORRA Loan or SOFR Loans shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant Subject to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis2.17, and each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages Percentages. (ii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent) from the Borrower Agent, at any time or from time to time, voluntarily prepay Swing Line Loans in respect of each whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the relevant Facilities.prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower Agent, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (b)

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrower The Borrowers may, upon notice to the Administrative Agent from the Borrower Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that except with respect to prepayments in accordance with Section 4.04(c), (A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans or SOFR Loans and (2) on the one Business Day prior to any date of prepayment of Base Rate Loans or Canadian Prime Rate Loans; (B) any prepayment of Eurodollar Eurocurrency Rate Loans or SOFR Loans shall be in a Dollar Equivalent principal amount of $2,000,000 100,000 or a whole multiple of $500,000 100,000 in excess thereof; and (C) any prepayment of Base Rate Loans or Canadian Prime Rate Loans shall be in a Dollar Equivalent principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. During a Dominion Trigger Period, there shall be no minimum repayment amount for Base Rate Loans or Canadian Prime Rate Loans. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans or SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Revolving Credit Facility). If such notice is given by the BorrowerBorrower Agent, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan or SOFR Loans shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant Subject to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis2.17, and each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (23) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $2,000,000 500,000 or a whole multiple of $100,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (CD) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, the currency, and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant Subject to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis2.15, and each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 a.m. 12:00 p.m. (1) three U.S. Government Securities Business Days prior to any date of prepayment of Eurodollar Rate SOFR Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate SOFR Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate SOFR Loans are to be prepaid, the Interest Period(s) of such LoansLoans and otherwise be in a form reasonably acceptable to the Administrative Agent. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such LenderXxxxxx’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment pursuant to this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Any prepayment of a Eurodollar Rate SOFR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.17, each prepayment of the outstanding Term Revolving Credit Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to Revolving Credit Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each Pro Rata Shares of the relevant FacilitiesRevolving Credit Facility.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i2.05(c), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time after the date that is ten (10) Business Days after the Closing Date, voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) appropriately completed and signed by a Responsible Officer and be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided further that after giving effect to any voluntary prepayment of 2017 Incremental Term Loans on a pro forma basis, there shall be no outstanding Revolving Credit Loans. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of a Eurodollar Rate Loan, any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basisas directed by the Borrower, and subject to Section 2.15, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesFacility.

Optional. (i) Subject Except as set forth in clause (ii) below with respect to the last sentence of this Section 2.05(a)(i)Revolving Credit Loans and New Term Loans denominated in a currency other than Dollars, the Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans any Tranche or Tranches of Loans, in whole or in part part, without premium or penaltypenalty (other than as set forth in Section 2.05(a)(iv)); provided that (A1) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans (or three RFR Business Days prior to any date of prepayment of RFR Loans), and (2B) on one Business Day prior to the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall be substantially in the form of Exhibit H and shall specify the date and amount of such prepayment prepayment, the Class, Tranche(s) and the Type(s) of Loans to be prepaid andprepaid, and if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans (except that if the class of Loans to be prepaid includes both Base Rate Loans or RFR Loans and Eurocurrency Rate Loans, absent direction by the Borrowers, the applicable prepayment shall be applied first to Base Rate Loans or RFR Loans to the full extent thereof before application to Eurocurrency Rate Loans, in each case in a manner that minimizes the amount payable by the Borrowers in respect of such prepayment pursuant to Section 3.05). The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, notice and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment, if any. If such notice is given by the BorrowerHoldings, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon upon, subject to clause (iii) below, written notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty (subject to Section 2.05(a)(iv); provided that (A1) such notice must be received by the Administrative Agent not later than 10:00 a.m. 1:00 p.m. New York City time (1A) three Business Days prior to any date of prepayment of Eurodollar Benchmark Rate Loans denominated in a Term Benchmark Currency, (B) five Business Days prior to any date of prepayment of Benchmark Rate Loans denominated in an RFR Currency and (2C) on the date of one (1) Business Day prior to any prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Benchmark Rate Loans shall be in a principal amount minimum Principal Amount of $2,000,000 2,000,000, or a whole multiple of $500,000 1,000,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount minimum Principal Amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Benchmark Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon to such date, together with any additional amounts required pursuant to Section 3.05. Each In the case of each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably ), the Borrower may in its sole discretion select the Borrowing or Borrowings and, subject to the Term A Loan and the Term B Loan and (y) pro rata application within any Class of Loans, any Class to the principal repayment installments thereof on a pro-rata basisbe repaid, and each such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Each Borrower may, upon notice from the Borrowing Agent to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1A) three two Business Days prior to any date of prepayment of Eurodollar Rate Loans Term SOFR Loans, and (2B) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 300,000 or a whole multiple of $100,000 in excess thereof thereof; or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans, and shall be in a form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrowing Agent. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the BorrowerBorrowing Agent, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basisin inverse order of maturity. Subject to Section 2.17, and each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 10:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans; and (B) any prepayment of Eurodollar Rate Loans, Base Rate Loans, or LIBOR Daily Floating Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant FacilityPercentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant Subject to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis2.15, and each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrower The Borrowers may, upon notice to the Administrative Agent from the Borrower Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that except with respect to prepayments in accordance with Section 4.04(c), (A) such notice must be received by the Administrative Agent not later than 10:00 a.m. 12:00 P.M. (1) three Business Days prior to any date of prepayment of Eurodollar Rate SOFR Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate SOFR Loans shall be in a principal amount of $2,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof, and shall be accompanied by payment of all amounts due under Section 3.05; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. During a Dominion Trigger Period, there shall be no minimum repayment amount for Base Rate Loans. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowerBorrower Agent, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant Subject to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis2.17, and each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.. (ii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent) from the Borrower Agent, at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 P.M. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower Agent, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (b)

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 a.m. 12:00 p.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to as directed by the Term A Loan and the Term B Loan and (y) Borrower to the principal repayment installments thereof on a pro-rata basisthereof, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Payment Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans under either Facility in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Administrative Payment Agent not later than 10:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2eastern time) on the date of prepayment of Base Rate any Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans under the respective Facility to be prepaid andand (iv) upon any optional prepayment of a Term Loan during the period commencing on the Closing Date to but not including the first anniversary thereof, if Eurodollar Rate the Borrower shall pay to the holders of such Term Loans are a prepayment premium equal to be 1% of the principal amount of such Term Loans so prepaid, the Interest Period(s) it being understood that no prepayment premium shall be required pursuant to this paragraph in respect of any prepayment of Term Loans made on or after such Loansfirst anniversary. The Administrative Payment Agent will promptly notify each Lender the relevant Lenders of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share (if any) of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.04(a) shall be applied (x) ratably to the Term A Loan respective Facilities in the manner indicated by the Borrower and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders under such Facility in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Each Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate RateTerm SOFR Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (2C) on the date of prepayment of Base Rate Committed Loans; (Bii) any prepayment of Eurodollar Rate RateTerm SOFR Loans denominated in Dollars shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Alternative Currency Equivalent of $1,000,000 or a whole multiple of the Alternative Currency Equivalent of $500,000 in excess thereof; and (Civ) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar RateTerm SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the BorrowerCompany, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may be conditional on the effectiveness of a replacement credit agreement (or other similar document) or the receipt of proceeds of the issuance of Indebtedness or some other identifiable event or condition and may be revoked by the Company (by written notice to the Administrative Agent at least one (1) Business Day prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate RateTerm SOFR Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) clause shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis, and each in inverse order of maturity. Each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part (i) at any time prior to the first anniversary of the Closing Date at a price equal to 101% of the principal amount of the Loans being prepaid (plus all accrued and unpaid interest and breakage costs, if any, payable pursuant to Section 3.05) and (ii) thereafter at any time without premium or penaltypenalty (other than breakage costs, if any, payable pursuant to Section 3.05); provided provided, that (A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on one Business Day prior to the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Facility to which such prepayment shall apply and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender and each Lender Counterparty of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant FacilityPercentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.03(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the remaining scheduled principal repayment installments thereof of the Loan on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesFacility.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Each Borrower may, upon notice from the Borrowing Agent to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1A) three two Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (2C) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 300,000 or a whole multiple of $100,000 in excess thereof thereof; or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans, and shall be in a form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrowing Agent. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the BorrowerBorrowing Agent, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basisin inverse order of maturity. Subject to Section 2.17, and each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans Loans, in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 a.m. 12:00 p.m. (noon) (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and or EURIBOR Loans and, (2) on the date of prepayment of Base Rate Loans and (3) three (3) RFR Business Days prior to any date of prepayment of RFR Loans; (B) any prepayment of Eurodollar Rate Loans or EURIBOR Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof (or comparable amounts determined by the Administrative Agent in the case of Euro Loans and Sterling Loans) or, if less, the entire principal amount thereof then outstanding; and (C) any prepayment of RFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (CD) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or, EURIBOR Loan or RFR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of principal of, and interest on, Euro Loans shall be made in Euros and each prepayment of principal of, and interest on, Sterling Loans shall be made in Sterling. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (xamong the Facilities to such Class(es) ratably to in such amounts and, in the case of the Term A Loan and Facility, in such order of maturity, as the Term B Loan and (y) to Borrower may direct in its sole discretion. Each prepayment made by the principal repayment installments thereof on Borrower in respect of a pro-rata basis, and each such prepayment particular Facility shall be paid to the Administrative Agent for the account of (and to be promptly disbursed to) the Appropriate Lenders in accordance with their respective Applicable Percentages Pro Rata Shares provided, that notwithstanding the foregoing or anything else in this Agreement to the contrary, payments and prepayments of principal and interest in respect of each the Term Loans made on the Eighth Amendment Effective Date in connection with the replacement of the relevant FacilitiesNon-Consenting Lenders pursuant to Section 3.07 hereof may be applied on a non-pro rata basis.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans made to such Borrower, in each case, in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 a.m. 12:00 p.m. (noon) (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans or EURIBOR Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans or EURIBOR Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereofthereof (or comparable amounts determined by the Administrative Agent in the case of Euro Loans) or, if less, the entire principal amount thereof then outstanding; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or EURIBOR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of principal of, and interest on, Euro Loans shall be made in the outstanding Term relevant Euro. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied (xamong the Facilities to such Class(es) ratably to in such amounts and, in the case of the Term A Loan and Facility, in such order of maturity, as the Term B Loan and (y) to the principal repayment installments thereof on relevant Borrower may direct in its sole discretion. Each prepayment made by a pro-rata basis, and each such prepayment Borrower in respect of a particular Facility shall be paid to the Administrative Agent for the account of (and to be promptly disbursed to) the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i)3.05, the Borrower US Borrowers and the Canadian Borrowers (with respect to Canadian Revolving Loans only) may, upon notice to the Administrative Lender from the Borrower Agent, at any time or from time to time voluntarily prepay the Term US Revolving Loans and or Canadian Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent Lender not later than 10:00 11:00 a.m. (1) three two Business Days prior to any date of prepayment of Eurodollar Rate Loans or repurchase of Bankers’ Acceptances and (2) on the date of prepayment of US Base Rate Revolving Loans or Canadian Prime Rate Loans; (B) any prepayment of Eurodollar Rate Loans or repurchase of Bankers’ Acceptances shall be in a principal amount of $2,000,000 500,000 (C$500,000) or a whole multiple of $500,000 100,000 (C$100,000) in excess thereof; and (C) any prepayment of US Base Rate Revolving Loans or Canadian Prime Rate Loans shall be in a principal amount of $1,000,000 500,000 (C$500,000) or a whole multiple of $100,000 (C$100,000) in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and or repurchase, the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Bankers’ Acceptances are to be prepaidprepaid or repurchased, the Interest Period(s) or Standard Term of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower Agent, then the US Borrowers or Canadian Borrower, the Borrower as applicable, shall make such prepayment or repurchase and the payment or repurchase amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment In lieu of an immediate repurchase of any Bankers’ Acceptance pursuant to the foregoing, a Canadian Borrowers may repurchase any Bankers’ Acceptances prior to the end of the outstanding Standard Term Loans pursuant to thereof by Cash Collateralizing the full face amount of such Bankers’ Acceptance, in which event such Bankers’ Acceptance shall no longer be included in Canadian Total Revolving Credit Outstandings for any purpose under this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesAgreement.

Optional. (i%4) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty (subject to clause (ii) of this Section 2.03(a)); provided that (A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant FacilityPercentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.03(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basisas directed by the Borrower, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative AgentLender pursuant to delivery to the Lender of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans, the Term Loans and A-2 Loan, and/or Revolving Credit Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Lender (A) such notice must be received by the Administrative Agent Lender not later than 10:00 11:00 a.m. (1) three two (2) Business Days prior to any date of prepayment of Eurodollar Rate BSBY RateTerm SOFR Loans denominated in Dollars, (2) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (23) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate BSBY RateTerm SOFR Loans or Alternative Currency Loans shall be in a principal amount of $2,000,000 250,000 or a whole multiple of $500,000 100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, the currency and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar BSBY RateTerm SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar BSBY RateTerm SOFR Loan or an Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans or Term A-2 Loan, as applicable, pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect inverse order of each of the relevant Facilitiesmaturity.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof; and (C) any prepayment of SV\1166258.1 Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis. Subject to Section 2.15, and each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay (i) the Term A Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty and (ii) the Term B Loans in whole or in part without premium or penalty with the proceeds of Permitted Refinancing Indebtedness; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1I) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2II) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.04(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof as directed by the Borrower (and if not so directed, on a pro-rata basis), and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesapplicable Facility.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the date of prepayment of Base Rate Committed Loans; (Bii) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 200,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the BorrowerCompany, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant Subject to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis2.18, and each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Parent Borrower may, upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Administrative Agent not later than 10:00 a.m. 12:00 p.m. (1A) three 3 Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (Bii) any partial prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loansthe Term Loans and otherwise be in a form reasonably acceptable to the Administrative Agent. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion 's Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Parent Borrower, the Parent Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment pursuant to this Section 2.05(a) may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked or modified by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each Pro Rata Shares of the relevant FacilitiesTerm Loan Facility. Each such prepayment shall be applied against the remaining installments of principal due on the Term Loans as directed by the Parent Borrower.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrower The Company may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans Loans, in whole or in part part, and, except as provided in Section 2.04(c) below, without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1I) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2II) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are in the case of a prepayment of Term Loans, the amount of such prepayment to be prepaid, the Interest Period(s) of such Loansapplied to each Term Facility. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.04(a) shall be applied (x) ratably to the Term A Loan and Facility or Facilities specified by the Term B Loan Company in the related notice of prepayment and (y) within each Facility or Facilities to be prepaid, to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Each applicable Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (23) on the date of prepayment of Base Rate Committed Loans or LIBOR Daily Loans; (B) any prepayment of Eurodollar Eurocurrency Rate Loans or LIBOR Daily Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant Subject to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis2.17, and each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Optional. (ivii) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Tranche A Term Loans, Tranche B Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 a.m. (1) 12:00 p.m. three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) 11:00 a.m. on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Tranche A Term Loans or Tranche B Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to as directed by the Term A Loan and the Term B Loan and (y) Borrower to the principal repayment installments thereof on a pro-rata basisthereof, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans Advances in whole or in part without premium or penalty; provided that that (A) such notice must be received by the Administrative Agent not later than 10:00 a.m. 12:00 P.M. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Advances and (2) on the date of prepayment of Base Rate LoansAdvances; and (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans Advances shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans Advances to be prepaid and, if Eurodollar Rate Loans Advances are to be prepaid, the Interest Period(s) of such LoansAdvances. The Administrative Agent will promptly notify each Lender Party of its receipt of each such notice, and of the amount of such LenderLender Party’s ratable portion of such prepayment (based on such LenderLender Party’s Applicable Percentage pro rata share in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that any notice of prepayment may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or other transactions, in which case such notice may (subject to compliance by the Borrower with the requirements of Section 2.11) be revoked by the Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.052.11 and Section 10.04(c). Each prepayment of the outstanding Term Loans Advances pursuant to this Section 2.05(a2.07(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesTerm Facility as directed by the Borrower.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i)4.4, the Borrower may, upon written notice to the Administrative AgentAgent pursuant to a delivery to the Agent of a Notice of Loan Prepayment, prepay any Loan at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Agent (which, subject to Section 4.4, may be conditioned upon closing of another transaction or the occurrence of another event) and be received by the Administrative Agent not later than 10:00 a.m. 1:00 p.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar any Term SOFR Rate Loans, (B) one (1) Business Day prior to any date of prepayment of any Daily SOFR Rate Loans and (2C) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in a minimum principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 100,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Commitment Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Rate Loan, any additional amounts required pursuant to Section 3.054.04. Each prepayment of the outstanding Term Loans pursuant Subject to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis3.10, and each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesCommitment Percentage.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basisin inverse order of maturity, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesTerm Loan Facility.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1x) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (y) five (5) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (2z) on the date of prepayment of Base Rate Loans; (B) any optional prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any optional prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, the currency and amount of such optional prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each optional prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.05(a)(i) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basisin direct order of maturity. Subject to Section 2.15, and each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty; provided that (A1) such notice must be received by the Administrative Agent not later than 10:00 a.m. 12:00 noon (1New York, New York time in the case of Loans denominated in Dollars or London, England time in the case of Loans denominated in an Alternative Currency) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the one (1) Business Day prior to any date of prepayment of Base Rate Loans; (B2) any partial prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 2,500,000 or a whole multiple of $500,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of principal of, and interest on, Alternative Currency Revolving Credit Loans shall be made in the outstanding Term relevant Alternative Currency (even if the Borrower is required to convert currency to do so). Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares or other applicable share provided for under this Agreement.

Optional. (i) Subject The Borrower may, and subject to clause (ii) below, upon written notice to the Administrative Agent (which notice shall be irrevocable other than as specified in the last sentence of this Section 2.05(a)(isubsection (a), the Borrower may, upon notice to the Administrative Agent), at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty (other than pursuant to clause (ii) below and other than reimbursement of Lenders’ costs pursuant to Section 3.05); provided that (A1) such notice must be received by the Administrative Agent not later than 10:00 a.m. 12:00 noon New York City time (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the one (1) Business Day prior to any date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $2,000,000 750,000, or a whole multiple of $500,000 250,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are and the order of Borrowing(s) to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each In the case of each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis), and each such prepayment payment shall be paid to the Lenders in accordance with their respective Applicable Percentages Pro Rata Shares and applied to the then remaining installments as directed by the Borrower. Notwithstanding anything to the contrary contained in respect this Agreement, subject to the payment of each any amounts owing pursuant to Section 3.05, the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing in full of the relevant FacilitiesObligations, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) Subject to any restrictions with respect thereto set forth in the last sentence of this Section 2.05(a)(i)First Lien Credit Agreement, the Second Lien Intercreditor Agreement or any Other Intercreditor Agreement, the Borrower may, upon notice to the Administrative AgentAgent in substantially the form of Exhibit B, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty, except as set forth in Section 2.05(d) below; provided that (A1) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1New York City time) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of Business Day prior to the prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 250,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Tranche of Loans to be prepaid, the Type(s) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans (except that if the Tranche of Term Loans to be prepaid includes both Base Rate Loans and Eurodollar Rate Loans, absent direction by the Borrower, the applicable prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount payable by the Borrower in respect of such prepayment pursuant to Section 3.05). The Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect ratable share of the relevant FacilityTranche). If such notice is given by the Borrower, subject to clause (iii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 2.05(d) and 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to each Tranche of Term Loans as the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basisBorrower may direct, and each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect the same Tranche on a pro rata basis; provided, that, notwithstanding anything herein to the contrary, any such prepayment of each Incremental Term Loans or Extended Term Loans pursuant to this Section 2.05(a) shall be accompanied by at least a pro rata prepayment of the relevant FacilitiesInitial Term Loans.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon written notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Committed Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided further that any such notice may state that such notice is conditioned upon effectiveness of other financing or the occurrence of other events, in which case such notice may be revoked by the Borrower, by notice to the Administrative Agent on or prior to the date specified therein if such condition is not satisfied. Each such notice shall be substantially in the form of Exhibit C hereto and specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 a.m. (1x) three Business Days prior to any date of prepayment of Eurodollar Rate LIBOR Loans and (2y) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate LIBOR Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant Subject to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis2.16, and each such prepayment shall be paid applied to the Revolving Credit Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit one or more Classes of Loans in whole or in part without premium or penaltypenalty (subject to clause (ii) of this Section 2.03(a)); provided that (A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three U.S. Government Securities Business Days prior to any date of prepayment of Eurodollar Rate SOFR Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate SOFR Loans shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Class of Loans to be prepaid, the Type(s) of Loans to be prepaid and, if Eurodollar Rate SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant FacilityPercentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.03(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basisas directed by the Borrower, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages Percentages. (ii) Notwithstanding the foregoing, in respect the event that, prior to the six-month anniversary of the Amendment No. 89 Effective Date, the Borrower (i) makes any prepayment of Term B-78 Loans in connection with any Repricing Transaction the primary purpose (as determined by the Borrower in good faith) of which is to decrease the Weighted Average Yield on such Term B-78 Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose (as determined by the Borrower in good faith) of which is to decrease the Weighted Average Yield on the Term B-78 Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the relevant Facilities.applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of Term B-78 Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), a premium equal to 1.00% of the aggregate principal amount of the applicable Term B-78 Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction. (b)

Optional. (i) Subject The Borrower shall have the right, at its election, to prepay the last sentence outstanding amount of this Section 2.05(a)(i)the applicable Loans, the Borrower may, upon notice to the Administrative Agentas a whole or in part, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 a.m. (1) three Business Days prior to any date of together with a prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each casepremium, if lessapplicable, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facilityprincipal amount of such Loans so prepaid in an amount equal to the percentage set forth below of such principal amount prepaid for any prepayment made during the periods set forth below: 42 US_ACTIVE\122555645\V-4 Prepayment Period: Prepayment Consideration Prepayment made on or before October 25, 2019 5% of principal prepaid Prepayment made after October 25, 2019 and on or before October 26, 2020 4% of principal prepaid Prepayment made after October 26, 2020 and on or before October 25, 2021 3% of principal prepaid Prepayment made after October 25, 2021 and on or before October 25, 2022 2% of principal prepaid Prepayment made after October 25, 2022 and on or before October 25, 2023 1% of principal prepaid (the “Prepayment Consideration”). If No prepayment premium shall be required pursuant to this paragraph in respect of any prepayment of such notice Loans made after October 25, 2023; provided, that if any full or partial prepayment of the outstanding amount of any LIBORTerm SOFR Loan is given by made other than on the Borrowerlast day of the Interest Period relating thereto, the Borrower shall make pay all amounts due under Section 5.4. The Borrower shall give the Agent, no later than 10:00 a.m., Cleveland time, at least three (3) Business Days’ (or such shorter period as the Agent may agree) prior written notice of any prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to 2.8., in each case specifying the Term A proposed date of payment of the Loan and the principal amount to be paid. Agent shall not be obligated to accept any prepayment of the Term B Loans unless it is accompanied by the applicable Prepayment Consideration. Xxxxxxxx acknowledges that the Prepayment Consideration is bargained for consideration and is not a penalty. Xxxxxxxx recognizes that Lenders would incur substantial additional costs and expense in the event of a prepayment of the Loans and that the Prepayment Consideration compensates Lenders for such costs and expenses (including, without limitation, the loss of Lenders’ investment opportunity during the period from the prepayment date until the Termination Date). Xxxxxxxx agrees that Xxxxxxx shall not, as a condition to receiving the Prepayment Consideration, be obligated to actually reinvest the amount prepaid in any obligation or in any other manner whatsoever. If, following the occurrence and during the continuance of any Event of Default, Borrower shall tender payment of an amount sufficient to satisfy the Loan on or before October 25, 2023, such tender by Borrower shall be deemed to be a voluntary prepayment in the amount tendered and (y) in such case Borrower shall also pay to Lender, with respect to the principal repayment installments thereof on a pro-rata basisamount tendered, and each the applicable Prepayment Consideration. Agent shall not be obligated to accept any such prepayment shall be paid to the Lenders tender unless it is accompanied by all Prepayment Consideration due in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.connection therewith. US_ACTIVE\122555645\V-4

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans of any Class in whole or in part without premium or penalty; provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 10:00 a.m. 12:00 noon (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate LIBOR Loans and (2B) on the one (1) Business Day prior to any date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Rate LIBOR Loans shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding and (4) prior to the repayment in full of the Term B-2 Loans, no prepayment of Term Loans of any other Class shall be permitted pursuant to this Section 2.05(a)(i) unless accompanied by a proportionate repayment of Term B-2 Loans. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. Any prepayment of a Eurodollar Rate LIBOR Loan shall be accompanied by all accrued and unpaid interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably paid to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof applicable Lenders on a pro-pro rata basis, and each such prepayment shall be paid to the Lenders basis in accordance with their the respective Applicable Percentages in respect of each amounts of the relevant Facilitiesapplicable Class of Loans held by each Lender.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 10:00 1:00 p 11:00 a.m. (1x) three (3) Business Days prior to any date of prepayment of Eurodollar Rate RateTerm SOFR Loans and (2y) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $2,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any ; provided, that, so long as such conditionality is included in the relevant notice, any such notice of prepayment may be conditioned upon the effectiveness of other transactions (including any credit facilities or capital raising, the consummation of any Disposition or the occurrence of a Eurodollar Rate Loan shall change of control), in which case such notice may be accompanied revoked by all accrued interest the Borrower (by notice to the Administrative Agent on or prior to the amount prepaid, together with any additional amounts required pursuant specified prepayment date) if such condition is not satisfied. Subject to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis2.15, and each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans Advances made to it in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to the Agent and received by the Administrative Agent not later than 10:00 11:00 a.m. (1x) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans Advances denominated in Dollars, (y) four Business Days prior to any date of prepayment of Eurocurrency Rate Advances denominated in Alternative Currencies, and (2z) on the date of prepayment of Base Rate LoansAdvances; (B) any prepayment of Eurodollar Eurocurrency Rate Loans Advances denominated in Dollars shall be in a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Advances denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (CD) any prepayment of Base Rate Loans Advances shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans Advances to be prepaid and, if Eurodollar Eurocurrency Rate Loans Advances are to be prepaid, the Interest Period(s) of such LoansAdvances. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Facility). If such notice is given by the any Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice of prepayment may state that such prepayment is conditioned upon the availability of other financing, in which case such notice may be revoked by the applicable Borrower (by notice to the Agent prior to the specified date of such prepayment) if such condition is not satisfied (it being understood that any revocation by a Borrower of a notice of prepayment shall entitle the Lenders to any amounts as set forth in Section 10.04(b)). Any prepayment of a Eurodollar Eurocurrency Rate Loan Advance shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.0510.04(b). Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesCommitment Percentages.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without without, except as set forth in Section 2.05(a)(iv) below, premium or penalty; provided provided, that (A1) such notice must be received by the Administrative Agent not later than 10:00 a.m. 12:00 p.m. (1New York time) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect ratable share of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section Sections 2.05(a)(iv) and 3.05. Each Subject to Section 2.19, each prepayment of outstanding Loans under the outstanding Term Loans Loan Facility pursuant to this Section 2.05(a) shall be applied (x) ratably to each of the Term A Loan Facility and the Term B Loan Facility and (y) to the principal repayment installments thereof on a pro-rata basisthereof, in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term A Loans and the Term B Loans pursuant to Sections 2.07(a) and (b) as directed by the Borrower; and each such prepayment shall be paid to the Term A Lenders in accordance with their respective Applicable Percentages in respect of each of and the relevant FacilitiesTerm B Lenders on a pro rata basis.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans of any Class in whole or in part without premium or penalty; provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 10:00 a.m. 12:00 noon (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate LIBOR Loans and (2B) on the one (1) Business Day prior to any date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Rate LIBOR Loans shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding and (4) prior to the repayment in full of the Term B-2 Loans, no prepayment of Term Loans of any other Class shall be permitted pursuant to this Section 2.05(a)(i) unless accompanied by a proportionate repayment of Term B-2 Loans. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. Any prepayment of a Eurodollar Rate LIBOR Loan shall be accompanied by all accrued and unpaid interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably paid to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof applicable Lenders on a pro-pro rata basis, and each such prepayment shall be paid to the Lenders basis in accordance with their the respective Applicable Percentages in respect of each amounts of the relevant Facilitiesapplicable Class of Loans held by each Lender.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basisin inverse order of maturity. Subject to Section 2.15, and each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrower The Borrowers may, upon notice to the Administrative Agent from the Borrower Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that except with respect to prepayments in accordance with Section 4.04(c), (A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate LIBOR Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate LIBOR Loans shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant FacilityPercentage). If such notice is given by the BorrowerBorrower Agent, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant Subject to this Section 2.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis2.17, and each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the Term Loans and and/or Revolving Credit Loans in whole or in part without premium or penaltypenalty (subject to Section 3.05); provided that provided, that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 10:00 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans RateTerm SOFR Loans, and (2) on the one (1) Business Day prior to any date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate RateTerm SOFR Loans shall be in a principal amount of $2,000,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate RateTerm SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate RateTerm SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the then-existing Term A Loan Loans on a pro rata basis, and the Term B Loan and (y) to the principal repayment installments thereof on a pro-pro rata basis. Subject to Section 2.15, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.68 CHAR1\1940028v1CHAR1\1940028v4