Common use of Prepayment of Term Loans Clause in Contracts

Prepayment of Term Loans. (i) Borrower shall have the option, at any time after the Tranche A Closing Date, to prepay, in whole or in increments of $50 million (or, with respect to the Tranche B Term Loans, Tranche C Term Loans, Tranche D Term Loans, Tranche E Term Loans, Tranche F Term Loans, Tranche G Term Loans, and Tranche H Term Loans in such other incremental amounts as otherwise agreed to under the Tranche B Term Loan Notes, Tranche C Term Loan Notes, Tranche D Term Loan Notes, Tranche E Term Loan Notes, Tranche F Term Loan Notes, Tranche G Term Loan Notes, and Tranche H Term Loan Notes as applicable) of outstanding principal thereunder, the Term Loans advanced by Lenders under this Agreement in accordance with the terms of the Term Loan Notes; provided that (A) Borrower provides written notice to the Collateral Agent of its election (which shall be irrevocable unless the Collateral Agent otherwise consents in writing) to prepay all or such portion of the Term Loans in accordance with the terms of the Term Loan Notes, which notice shall include the amount of the outstanding aggregate principal amount of the Term Loan Notes to be prepaid at least five (5) Business Days prior to such prepayment, and (B) the prepayment of such principal shall be accompanied by any and all accrued, unpaid and uncapitalized interest thereon through the date of prepayment and any and all amounts payable in connection with such prepayment pursuant to Section 2.2(e), Section 2.2(f) and Section 2.7(b) (as applicable) and, in the case of a prepayment in whole, any and all other amounts payable or accrued and not yet paid under this Agreement and the other Loan Documents (including pursuant to Section 2.4). The Collateral Agent will promptly notify each Lender of its receipt of such notice, and the amount of such Lender’s Applicable Percentage of such prepayment.

Prepayment of Term Loans. (i) Borrower shall have the option, at any time after the Tranche A Closing Date, to prepay, in whole or in increments of $50 million (or, with respect to the Tranche B Term Loans, Tranche C Term Loans, Tranche D Term Loans, Tranche E Term Loans, and Tranche F Term Loans, Tranche G Term Loans, and Tranche H Term Loans in such other incremental amounts as otherwise agreed to under the Tranche B Term Loan Notes, Tranche C Term Loan Notes, Tranche D Term Loan Notes, Tranche E Term Loan Notes, and Tranche F Term Loan Notes, Tranche G Term Loan Notes, and Tranche H Term Loan Notes as applicable) of outstanding principal thereunder, the Term Loans advanced by Lenders under this Agreement in accordance with the terms of the Term Loan Notes; provided that (A) Borrower provides written notice to the Collateral Agent of its election (which shall be irrevocable unless the Collateral Agent otherwise consents in writing) to prepay all or such portion of the Term Loans in accordance with the terms of the Term Loan Notes, which notice shall include the amount of the outstanding aggregate principal amount of the Term Loan Notes to be prepaid at least five (5) Business Days prior to such prepayment, and (B) the prepayment of such principal shall be accompanied by any and all accrued, unpaid and uncapitalized interest thereon through the date of prepayment and any and all amounts payable in connection with such prepayment pursuant to Section 2.2(e), Section 2.2(f) and Section 2.7(b) (as applicable) and, in the case of a prepayment in whole, any and all other amounts payable or accrued and not yet paid under this Agreement and the other Loan Documents (including pursuant to Section 2.4). The Collateral Agent will promptly notify each Lender of its receipt of such notice, and the amount of such Lender’s Applicable Percentage of such prepayment.

Prepayment of Term Loans. (ia) The Borrower shall have the option, right at any time after the Tranche A Closing Dateand from time to time, subject to Section 2.16, to prepayprepay any Term Loans borrowed by it which are then outstanding, in whole or in increments of $50 million part, without premium or penalty, upon notice by telephone (or, with respect confirmed by facsimile) to the Tranche B Term LoansAdministrative Agent (i) in the case of prepayment of a Eurodollar Loan, Tranche C Term Loansnot later than 1:00 p.m., Tranche D Term LoansNew York time, Tranche E Term Loansthree Business Days before the date of prepayment, Tranche F Term Loansor (ii) in the case of prepayment of an ABR Loan, Tranche G Term Loansnot later than 1:00 p.m., and Tranche H Term Loans in New York time, one Business Day before the date of prepayment. Each such other incremental amounts as otherwise agreed to under the Tranche B Term Loan Notes, Tranche C Term Loan Notes, Tranche D Term Loan Notes, Tranche E Term Loan Notes, Tranche F Term Loan Notes, Tranche G Term Loan Notes, and Tranche H Term Loan Notes as applicable) of outstanding principal thereunder, the Term Loans advanced by Lenders under this Agreement in accordance with the terms of the Term Loan Notes; provided that (A) Borrower provides written notice to the Collateral Agent of its election (which shall be irrevocable unless and shall specify (i) the Collateral Agent otherwise consents in writingprepayment date, (ii) to prepay all or such portion of the Term Loans in accordance with the terms of the Term Loan Notes, which notice shall include the amount of the outstanding aggregate principal amount of the Term Loan Notes Loans to be prepaid at least five (5) Business Days prior to such prepayment, and (Biii) whether the prepayment is of such principal shall be accompanied by any and all accruedEurodollar Loans or ABR Loans or a combination thereof, unpaid and uncapitalized interest thereon through and, if of a combination thereof, the date amount of prepayment and any and all amounts payable in connection with such prepayment pursuant allocable to Section 2.2(e)each; provided, Section 2.2(f) and Section 2.7(b) (as applicable) and, that in the case of a final prepayment in wholeanticipation of a refinancing of the Borrower’s Indebtedness under this Agreement, any and all such notice may state that is conditioned upon the effectiveness of other amounts payable credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Term Administrative Agent on or accrued and prior to the specified date) if such condition is not yet paid under this Agreement and the other Loan Documents (including pursuant to Section 2.4)satisfied. The Collateral Agent will promptly notify each Lender of its Promptly following receipt of any such notice, the Term Administrative Agent shall advise the Term Lenders of the contents thereof. If any such notice is given, the Borrower will make the prepayment specified therein, and such prepayment shall be due and payable on the date specified therein. Each partial prepayment pursuant to this Section 2.11(a) shall be in an amount equal to $1,000,000 or a whole multiple of $250,000 in excess thereof (or, if less, the entire amount reasonably outstanding). Any such Lender’s Applicable Percentage optional prepayments of such prepaymentthe Term Loans shall be applied to the remaining installments as determined by the Borrower. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Prepayment of Term Loans. (i) Borrower shall have the option, at any time after the Tranche A Closing Date, to prepay, in whole or in increments part (in multiples of not less than $50 million (or5,000,000 or such lesser amount as may then be outstanding), with respect to the Tranche A Loan or the Tranche B Term Loans, Tranche C Term Loans, Tranche D Term Loans, Tranche E Term Loans, Tranche F Term Loans, Tranche G Term Loans, and Tranche H Term Loans in such other incremental amounts as otherwise agreed to under the Tranche B Term Loan Notes, Tranche C Term Loan Notes, Tranche D Term Loan Notes, Tranche E Term Loan Notes, Tranche F Term Loan Notes, Tranche G Term Loan Notes, and Tranche H Term Loan Notes as applicable) of outstanding principal thereunder, the Term Loans advanced by Lenders under this Agreement in accordance with the terms of the Term Loan NotesAgreement; provided that (A) Borrower provides provide written notice to the Collateral Agent of its election (which shall be irrevocable unless the Collateral Agent otherwise consents in writing, provided, that such notice of proposed prepayment may be revoked or modified in connection with a prepayment of Term Loans at any time on or prior to the date of prepayment if such prepayment is contingent, and notice of such contingency has been provided pursuant to this sentence, on the consummation of a refinancing or other specified transaction that does not close on the originally anticipated closing date) to prepay all or such the applicable portion of the Term Loans in accordance with the terms of the Term Loan NotesLoans, which such notice shall include the amount of the outstanding aggregate principal Tranche A Loan or the amount of the Term Tranche B Loan Notes to be prepaid prepaid, at least five (5) Business Days prior to such prepayment, and (B) the such prepayment of such principal shall be accompanied by any and all accrued, accrued and unpaid and uncapitalized interest thereon through on the principal amount to be prepaid to the date of prepayment and any and all amounts payable in connection with such prepayment pursuant to Section 2.2(e), ) or Section 2.2(f) and Section 2.7(b) (as applicable) ), and, in the case of a prepayment in wholewhole of the Term Loans, any and all other amounts payable or accrued and not yet paid under this Agreement and the other Loan Documents (including Documents; provided, further, that any prepayment pursuant to this Section 2.4)2.2(c)(i) shall be applied first to the Tranche B Loan and then to the Tranche A Loan as described in Section 2.2(d) below. The Collateral Agent will promptly notify each Lender of its receipt of each such notice, and the amount of such Lender’s Applicable Percentage of such prepayment.

Prepayment of Term Loans. (i) Subject to the provisos below, the Borrower shall have the option, may at any time after and from time to time prepay the Tranche A Closing Date, to prepayTerm Loans, in whole or in increments of $50 million (orpart, with respect to the Tranche B Term Loanswithout premium or penalty, Tranche C Term Loansupon irrevocable notice, Tranche D Term Loans, Tranche E Term Loans, Tranche F Term Loans, Tranche G Term Loans, and Tranche H Term Loans in such other incremental amounts as otherwise agreed to under the Tranche B Term Loan Notes, Tranche C Term Loan Notes, Tranche D Term Loan Notes, Tranche E Term Loan Notes, Tranche F Term Loan Notes, Tranche G Term Loan Notes, and Tranche H Term Loan Notes as applicable) of outstanding principal thereunder, the Term Loans advanced by Lenders under this Agreement in accordance with the terms of the Term Loan Notes; provided that (A) Borrower provides written notice to the Collateral Agent of its election (which shall be irrevocable unless in substantially the Collateral firm attached hereto as Exhibit G, delivered to the Administrative Agent otherwise consents in writing) prior to prepay all or such portion of 10:00 A.M., New York City time on the Term Loans in accordance with the terms of the Term Loan Notessame Business Day, which notice shall include specify the date and amount of prepayment, whether the prepayment is of Term A-1 Loans, Term A-2 Loans or Term A-3 Loans and whether the prepayment is of SOFR Loans or Base Rate Loans; provided that if a SOFR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.17. Upon receipt of any such notice of prepayment, the Administrative Agent shall notify each relevant Lender thereof on the date of receipt of such notice. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of prepayments of Term Loans maintained as Base Rate Loans) accrued interest to such date on the outstanding amount prepaid. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the then outstanding principal amount of Term Loan Notes to be prepaid at least five (5) Business Days prior to such prepayment, and (B) the prepayment Loans). The application of such principal shall be accompanied by any and all accrued, unpaid and uncapitalized interest thereon through the date of prepayment and any and all amounts payable in connection with such prepayment pursuant to this Section 2.2(e)2.11 shall be made, Section 2.2(f) first, to Base Rate Loans of the respective Lenders (and Section 2.7(b) (as applicableof the respective tranche, if there are multiple tranches) and, second, to SOFR Loans of the respective Lenders (and of the respective tranche, if there are multiple tranches). A notice of prepayment of all outstanding Term Loans pursuant to this Section 2.11 may state that such notice is conditioned upon the effectiveness of other credit facilities, securities offerings or other transactions, the proceeds of which will be used to refinance in full this Agreement, in which case such notice may be revoked by the case Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a prepayment in wholeTerm A-2 Loan or Term A-3 Loan may be applied to reduce the subsequent scheduled repayments of the Term A-2 Loans or Term A-3 Loans. respectively. to be made, any and all other amounts payable or accrued and not yet paid under this Agreement and the other Loan Documents (including pursuant to Section 2.4). The Collateral Agent will promptly notify each Lender of its receipt of such notice, and the amount of such Lender’s Applicable Percentage of such prepaymentas directed by Xxxxxxxx.

Prepayment of Term Loans. (i) Borrower shall have the option, at any time after the Tranche A Closing Date, to prepay, in whole or in increments part (in multiples of not less than $50 million (or5,000,000 or such lesser amount as may then be outstanding), with respect to the Tranche A Loan or the Tranche B Term Loans, Tranche C Term Loans, Tranche D Term Loans, Tranche E Term Loans, Tranche F Term Loans, Tranche G Term Loans, and Tranche H Term Loans in such other incremental amounts as otherwise agreed to under the Tranche B Term Loan Notes, Tranche C Term Loan Notes, Tranche D Term Loan Notes, Tranche E Term Loan Notes, Tranche F Term Loan Notes, Tranche G Term Loan Notes, and Tranche H Term Loan Notes as applicable) of outstanding principal thereunder, the Term Loans advanced by Lenders under this Agreement in accordance with the terms of the Term Loan NotesAgreement; provided that (A) Borrower provides written notice to the Collateral Agent of its election (which shall be irrevocable unless the Collateral Agent otherwise consents in writing; provided that such notice of proposed prepayment may be revoked or modified in connection with a prepayment of Term Loans at any time on or prior to the date of prepayment if such prepayment is contingent, and notice of such contingency has been provided pursuant to this sentence, on the consummation of a refinancing or other specified transaction that does not close on the originally anticipated closing date) to prepay all or such the applicable portion of the Term Loans in accordance with the terms of the Term Loan NotesLoans, which such notice shall include the amount of the outstanding aggregate principal Tranche A Loan or the amount of the Term Tranche B Loan Notes to be prepaid prepaid, at least five (5) Business Days prior to such prepayment, and (B) the such prepayment of such principal shall be accompanied by any and all accrued, unpaid and uncapitalized interest thereon through on the aggregate principal amount (including accrued and capitalized PIK Interest) to be prepaid to the date of prepayment and any and all applicable amounts payable in connection solely with respect to the prepayment of such prepayment principal amount under this Section 2.2(c)(i) pursuant to Section 2.2(e), Section 2.2(f) and or Section 2.7(b) (as applicable) and, in the case of a prepayment in wholewhole of the Term Loans, any and all other amounts payable or accrued and not yet paid (or capitalized) under this Agreement and the other Loan Documents (including Documents; provided, further, that any prepayment pursuant to this Section 2.4)2.2(c)(i) shall be applied first to the Tranche A Loan and then to the Tranche B Loan as described in Section 2.2(d) below. The Collateral Agent will promptly notify each Lender of its receipt of such notice, and the amount of such Lender’s Applicable Percentage of such prepayment.

Prepayment of Term Loans. (i) Borrower Concurrently with the consummation of the SPAC Restructuring, the Borrowers shall have the option, at any time after the Tranche A Closing Date, to prepay, in whole or in increments of $50 million (or, with respect pay to the Tranche B Term Loans, Tranche C Term Loans, Tranche D Term Loans, Tranche E Term Loans, Tranche F Term Loans, Tranche G Term Loans, and Tranche H Term Loans in such other incremental amounts as otherwise agreed to under Agent for the Tranche B Term Loan Notes, Tranche C Term Loan Notes, Tranche D Term Loan Notes, Tranche E Term Loan Notes, Tranche F Term Loan Notes, Tranche G Term Loan Notes, and Tranche H Term Loan Notes as applicable) of outstanding principal thereunder, the Term Loans advanced by Lenders under this Agreement in accordance with the terms account of the Term Loan Notes; provided that (A) Borrower provides written notice to the Collateral Agent of its election (which shall be irrevocable unless the Collateral Agent otherwise consents in writing) to prepay all or such portion of the Term Loans Lenders, in accordance with the terms their Pro Rata Shares, a prepayment of the Term Loan Notes, which notice shall include the amount of the aggregate outstanding aggregate principal amount of the Term Loan Notes to be prepaid at least five in an amount not less than $40 million (5) Business Days prior but in any event in an amount resulting in the aggregate principal amount of the Loans outstanding after giving effect to such prepayment, and (B) the prepayment payment of such principal shall be accompanied by any and all accrued, unpaid and uncapitalized interest thereon through the date of prepayment and any and all amounts payable in connection with such prepayment pursuant to Section 2.2(eless than $155 million), Section 2.2(f) and Section 2.7(b) (as applicable) and, in the case of a prepayment in whole, any and all other amounts payable or accrued and not yet paid under this Agreement and the other Loan Documents (including pursuant together with an amount equal to Section 2.4). The Collateral Agent will promptly notify each Lender of its receipt of such notice, and 3.00% times the amount of the Term Loans being paid on such Lender’s Applicable Percentage date (the “SPAC Prepayment Amount”), which shall be deemed to be fully earned upon the consummation of such prepaymentthe SPAC Restructuring. For the avoidance of doubt, the June Principal Payment is included in the SPAC Prepayment Amount and the payment by the Borrowers of the SPAC Prepayment Amount shall be in full satisfaction of the Borrowers’ obligation to make the June Principal Payment.” The parties hereto hereby amend and restate Section 6(a) of Amendment No. 7 in its entirety as follows: “(a) within one (1) day of the Amendment No. 7 Effective Date, the Parent and the Lenders shall have entered into a subscription agreement, in substantially the form attached hereto as Annex B, pursuant to which the Lenders shall receive the number of newly issued Class G Units of the Parent required by the Amended and Restated Unit Issuance Agreement in consideration of the agreements set forth in this Amendment and the Amended and Restated Unit Issuance Agreement;” Except as otherwise expressly provided herein, the Amendment No. 7 is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the date hereof all references in the Amendment No. 7 to "this Amendment", "hereto", "hereof", "hereunder" or words of like import referring to the Amendment shall mean the Amendment No. 7 as amended and modified by this Amendment. This Amendment shall be effective only in the specific instances and for the specific purposes set forth herein and does not allow for any other or further departure from the terms and conditions of the Amendment No. 7 which terms and conditions shall remain in full force and effect. This Amendment is intended to constitute a binding contract and shall be governed by, and construed in accordance with, the laws of the State of New York and may not be amended or otherwise modified unless the same shall be in writing and signed by the parties hereto. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by telecopier or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Amendment. Please confirm that the foregoing is in accordance with your understanding by signing and returning to us the enclosed copy of this Amendment, which shall become a binding agreement upon execution and delivery of this Amendment by each party hereto. Very truly yours, TCW ASSET MANAGEMENT COMPANY LLC By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director

Prepayment of Term Loans. (ia) Subject to the provisos below, the Borrower shall have the option, may at any time after and from time to time prepay the Tranche A Closing Date, to prepayTerm Loans, in whole or in increments of $50 million (orpart, with respect to the Tranche B Term Loanswithout premium or penalty, Tranche C Term Loansupon irrevocable notice, Tranche D Term Loans, Tranche E Term Loans, Tranche F Term Loans, Tranche G Term Loans, and Tranche H Term Loans in such other incremental amounts as otherwise agreed to under the Tranche B Term Loan Notes, Tranche C Term Loan Notes, Tranche D Term Loan Notes, Tranche E Term Loan Notes, Tranche F Term Loan Notes, Tranche G Term Loan Notes, and Tranche H Term Loan Notes as applicable) of outstanding principal thereunder, the Term Loans advanced by Lenders under this Agreement in accordance with the terms of the Term Loan Notes; provided that (A) Borrower provides written notice to the Collateral Agent of its election (which shall be irrevocable unless in substantially the Collateral firm attached hereto as Exhibit G, delivered to the Administrative Agent otherwise consents in writing) prior to prepay all or such portion of 10:00 A.M., New York City time on the Term Loans in accordance with the terms of the Term Loan Notessame Business Day, which notice shall include specify the date and amount of prepayment and whether the prepayment is of EurodollarSOFR Loans or Base Rate Loans; provided that if a EurodollarSOFR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.17. Upon receipt of any such notice of prepayment, the Administrative Agent shall notify each relevant Lender thereof on the date of receipt of such notice. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of prepayments of Term Loans maintained as Base Rate Loans) accrued interest to such date on the outstanding amount prepaid. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the then outstanding principal amount of Term Loan Notes to be prepaid at least five (5) Business Days prior to such prepayment, and (B) the prepayment Loans). The application of such principal shall be accompanied by any and all accrued, unpaid and uncapitalized interest thereon through the date of prepayment and any and all amounts payable in connection with such prepayment pursuant to this Section 2.2(e)2.11(a) shall be made, Section 2.2(f) first, to Base Rate Loans of the respective Lenders (and Section 2.7(b) (as applicableof the respective tranche, if there are multiple tranches) and, in second, to EurodollarSOFR Loans of the case respective Lenders (and of a the respective tranche, if there are multiple tranches). A notice of prepayment in whole, any and of all other amounts payable or accrued and not yet paid under this Agreement and the other Loan Documents (including outstanding Term Loans pursuant to this Section 2.4). The Collateral 2.11(a) may state that such notice is conditioned upon the effectiveness of other credit facilities, securities offerings or other transactions, the proceeds of which will be used to refinance in full this Agreement, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent will promptly notify each Lender of its receipt of on or prior to the specified effective date) if such notice, and the amount of such Lender’s Applicable Percentage of such prepaymentcondition is not satisfied.

Prepayment of Term Loans. (ia) The Borrower shall have the option, right at any time after the Tranche A Closing Dateand from time to time, subject to Section 2.16, to prepayprepay any Term Loans borrowed by it which are then outstanding, in whole or in increments part, without premium or penalty (except as provided in Section 2.12(c)), upon notice by telephone (confirmed by facsimile) to the Term Administrative Agent (i) in the case of $50 million prepayment of a Eurodollar Loan, not later than 1:00 p.m., New York time, three Business Days before the date of prepayment, or (orii) in the case of prepayment of an ABR Loan, not later than 1:00 p.m., New York time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify (x) the prepayment date, (y) the Class or Classes of Term Loans to be prepaid and the principal amount of the Term Loans to be prepaid and (z) whether the prepayment is of Eurodollar Loans Table of Contents or ABR Loans or a combination thereof, and, if of a combination thereof, the amount of prepayment allocable to each; provided that such notice requirements are waived with respect to the Tranche B prepayment required by Section 2.11(f); provided further that in the case of a final prepayment in anticipation of a refinancing of the Borrower’s Indebtedness under this Agreement, any such notice may state that is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Term Loans, Tranche C Term Loans, Tranche D Term Loans, Tranche E Term Loans, Tranche F Term Loans, Tranche G Term Loans, and Tranche H Term Loans in Administrative Agent on or prior to the specified date) if such other incremental amounts as otherwise agreed to under the Tranche B Term Loan Notes, Tranche C Term Loan Notes, Tranche D Term Loan Notes, Tranche E Term Loan Notes, Tranche F Term Loan Notes, Tranche G Term Loan Notes, and Tranche H Term Loan Notes as applicable) condition is not satisfied. Promptly following receipt of outstanding principal thereunderany such notice, the Term Loans advanced Administrative Agent shall advise the Term Lenders of the contents thereof. If any such notice is given, the Borrower will make the prepayment specified therein, and such prepayment shall be due and payable on the date specified therein. Each partial prepayment pursuant to this Section 2.11(a) shall be in an amount equal to $1,000,000 or a whole multiple of $250,000 in excess thereof (or, if less, the entire amount reasonably outstanding); provided that such minimum and multiple requirements shall be waived with respect to the prepayment required by Lenders under this Agreement in accordance with the terms Section 2.11(f). Any such optional prepayments of the Term Loan NotesLoans shall be applied to the remaining installments of any Class of Term Loans as determined by the Borrower; provided that (A) Borrower provides written notice such prepayment is applied to the Collateral Agent of its election (which shall be irrevocable unless the Collateral Agent otherwise consents in writing) to prepay all or such portion Term B-1 Loans of the Term B-1 Lenders in accordance with their Pro Rata Shares on a not less than pro rata basis (based on the outstanding principal amounts of all respective Classes of Term Loans) with respect to each other Class of Term Loans then outstanding and (B) to the extent any prepayment is to be applied to any other Class of Term Loans, such prepayment shall be applied to such Class of Term Loans on a pro rata basis in accordance with the terms Pro Rata Shares of the applicable Term Loan Notes, which notice shall include the amount of the outstanding aggregate principal amount of the Term Loan Notes to be prepaid at least five (5) Business Days prior to such prepayment, and (B) the prepayment of such principal Lenders. Prepayments shall be accompanied by any and all accrued, unpaid and uncapitalized accrued interest thereon through to the date of prepayment and any and all amounts payable in connection with such prepayment pursuant to extent required by Section 2.2(e), Section 2.2(f) and Section 2.7(b) (as applicable) and, in the case of a prepayment in whole, any and all other amounts payable or accrued and not yet paid under this Agreement and the other Loan Documents (including pursuant to Section 2.4). The Collateral Agent will promptly notify each Lender of its receipt of such notice, and the amount of such Lender’s Applicable Percentage of such prepayment2.13.

Prepayment of Term Loans. (ia) Subject to the provisos below, the Borrower shall have the option, may at any time after and from time to time prepay the Tranche A Closing Date, to prepayTerm Loans, in whole or in increments of $50 million (orpart, with respect to the Tranche B Term Loanswithout premium or penalty, Tranche C Term Loansupon irrevocable notice, Tranche D Term Loans, Tranche E Term Loans, Tranche F Term Loans, Tranche G Term Loans, and Tranche H Term Loans in such other incremental amounts as otherwise agreed to under the Tranche B Term Loan Notes, Tranche C Term Loan Notes, Tranche D Term Loan Notes, Tranche E Term Loan Notes, Tranche F Term Loan Notes, Tranche G Term Loan Notes, and Tranche H Term Loan Notes as applicable) of outstanding principal thereunder, the Term Loans advanced by Lenders under this Agreement in accordance with the terms of the Term Loan Notes; provided that (A) Borrower provides written notice to the Collateral Agent of its election (which shall be irrevocable unless in substantially the Collateral firm attached hereto as Exhibit G, delivered to the Administrative Agent otherwise consents in writing) prior to prepay all or such portion of 10:00 A.M., New York City time on the Term Loans in accordance with the terms of the Term Loan Notessame Business Day, which notice shall include specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.17. Upon receipt of any such notice of prepayment, the Administrative Agent shall notify each relevant Lender thereof on the date of receipt of such notice. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of prepayments of Term Loans maintained as Base Rate Loans) accrued interest to such date on the outstanding amount prepaid. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the then outstanding principal amount of Term Loan Notes to be prepaid at least five (5) Business Days prior to such prepayment, and (B) the prepayment Loans). The application of such principal shall be accompanied by any and all accrued, unpaid and uncapitalized interest thereon through the date of prepayment and any and all amounts payable in connection with such prepayment pursuant to this Section 2.2(e)2.11(a) shall be made, Section 2.2(f) first, to Base Rate Loans of the respective Lenders (and Section 2.7(b) (as applicableof the respective tranche, if there are multiple tranches) and, in second, to Eurodollar Loans of the case respective Lenders (and of a the respective tranche, if there are multiple tranches). A notice of prepayment in whole, any and of all other amounts payable or accrued and not yet paid under this Agreement and the other Loan Documents (including outstanding Term Loans pursuant to this Section 2.4). The Collateral 2.11(a) may state that such notice is conditioned upon the effectiveness of other credit facilities, securities offerings or other transactions, the proceeds of which will be used to refinance in full this Agreement, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent will promptly notify each Lender of its receipt of on or prior to the specified effective date) if such notice, and the amount of such Lender’s Applicable Percentage of such prepaymentcondition is not satisfied.