Common use of Optional Prepayments Clause in Contracts

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time shall have the right optionally to time prepay the Loans, outstanding principal amount of the Loans in whole or in part, without premium or penalty, upon irrevocable notice part on any Payment Date (except as otherwise provided belowa “Redemption Date”) delivered for an amount equal to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify the date and aggregate principal amount of prepayment the Loans being prepaid plus the Prepayment Premium plus any accrued but unpaid interest and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretofees which are due and owing (such aggregate amount, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant “Redemption Price”). (i) Subject to Section 2.20; provided2.07 and 10.01(b)(ii), further, that such notice to prepay if the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower Redemption Date occurs: (by further notice to the Administrative Agent A) on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoingfourth Payment Date, the revocation Prepayment Premium shall be an amount equal to 5.00% of a termination notice the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date; (B) after the fourth Payment Date, and on or prior to the eighth Payment Date, the Prepayment Premium shall not affect be an amount equal to 4.00% of the Borrower’s obligation aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date; (C) after the eighth Payment Date, and on or prior to indemnify any Lender in accordance with Section 2.20 for any loss the twelfth Payment Date, the Prepayment Premium shall be an amount equal to 3.00% of the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date; (D) after the twelfth Payment Date, and on or expense sustained prior to the sixteenth Payment Date, the Prepayment Premium shall be an amount equal to 2.00% of the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date; (E) after the sixteenth Payment Date, and on or incurred prior to the twentieth Payment Date, the Prepayment Premium shall be an amount equal to 1.00% of the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date; and (F) after the twentieth Payment Date, the Prepayment Premium shall be an amount equal to 0.00% of the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date. (ii) To determine the aggregate outstanding principal amount of the Loans, and how many Payment Dates have occurred, as a consequence thereof. Upon receipt of any Redemption Date for purposes of Section 3.03(a)(i): (A) if, as of such notice Redemption Date, the Administrative Agent Borrower shall promptly notify each relevant Lender thereofhave made only one Borrowing, the number of Payment Dates shall be deemed to be the number of Payment Dates that shall have occurred following the first Borrowing Date; (B) if, as of such Redemption Date, the Borrower shall have made two Borrowings, then the Redemption Price shall be calculated as the sum of two amounts: (x) a Redemption Price calculated based on solely the aggregate outstanding principal amount of the Loans that have been borrowed in the initial Borrowing (and PIK Loans subsequently borrowed in respect of interest payments thereon), as though the applicable number of Payment Dates equals the number of Payment Dates that shall have occurred following the first Borrowing Date, and (y) a Redemption Price calculated based on solely the aggregate outstanding principal amount of the Loans that have been borrowed in the second Borrowing (and PIK Loans subsequently borrowed in respect of interest payments thereon), as though the applicable number of Payment Dates equals the number of Payment Dates that shall have occurred following the second Borrowing Date. If In the case of any such notice is givenpartial prepayment, the amount specified in of such notice prepayment shall be due allocated first to Loans drawn in the initial Borrowing (and payable PIK Loans in respect thereof), and then to Loans drawn in the second Borrowing (and PIK Loans in respect thereof); and (C) if, as of such Redemption Date, the Borrower shall have made three Borrowings, then the Redemption Price shall be calculated as the sum of three amounts: (x) a Redemption Price calculated based on solely the date specified thereinaggregate outstanding principal amount of the Loans that have been borrowed in the initial Borrowing (and PIK Loans subsequently borrowed in respect of interest payments thereon), together with as though the applicable number of Payment Dates equals the number of Payment Dates that shall have occurred following the first Borrowing Date, (except y) a Redemption Price calculated based on solely the aggregate outstanding principal amount of the Loans that have been borrowed in the second Borrowing (and PIK Loans subsequently borrowed in respect of interest payments thereon), as though the applicable number of Payment Dates equals the number of Payment Dates that shall have occurred following the second Borrowing Date, and (z) a Redemption Price calculated based on solely the aggregate outstanding principal amount of the Loans that have been borrowed in the third Borrowing (and PIK Loans subsequently borrowed in respect of interest payments thereon), as though the applicable number of Payment Dates equals the number of Payment Dates that shall have occurred following the third Borrowing Date. In the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on any partial prepayment, the amount prepaid. Partial prepayments of Term Loans and Revolving Loans such prepayment shall be allocated first to Loans drawn in the initial Borrowing (and PIK Loans in respect thereof), then to Loans drawn in the second Borrowing (and PIK Loans in respect thereof), and then to Loans drawn in the third Borrowing (and PIK Loans in respect thereof). (iii) On or prior to the Redemption Date, the Lenders may notify Borrower of a reduction in the amounts due under Section 3.03(a)(i) with respect to any portion of the Loans held by any entity licensed by the SBA as an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereofSBIC.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, upon giving irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon(which notice must be received by the Administrative Agent prior to 2:00 P.M., New York City time, (i) three Business Days prior theretoto the date of prepayment, in if all or any part of the case of Eurocurrency Revolving Credit Loans to be prepaid are Eurodollar Loans, and no later than 12:00 Noon, New York City time, on or (ii) one Business Day prior to the day date of such prepayment, in the case of ABR Loansotherwise), which notice shall specify specifying the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans, ABR Loans or ABR Loans; provideda combination thereof, that and, if of a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretocombination thereof, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant amount allocable to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofeach. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans any amounts payable pursuant to subsection 2.16 and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans pursuant to this subsection shall be in an aggregate principal amount equal to $10,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) The Borrower may at any time after the date which is one year after the Closing Date prepay the Term Loans, in whole or in part, without premium or penalty, upon giving irrevocable notice to the Administrative Agent (which notice must be received by the Administrative Agent prior to 2:00 P.M., New York City time, (i) three Business Days prior to the date of prepayment, if all or any part of the Term Loans to be prepaid are Eurodollar Loans, or (ii) one Business Day prior to the date of prepayment, otherwise), specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a whole multiple combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with any amounts payable pursuant to subsection 2.16 and accrued interest to such date on the amount prepaid. Partial prepayments of Swingline Loans pursuant to this subsection shall be in an aggregate principal amount equal to $10,000,000 or an integral multiple of $100,000 or a whole multiple 1,000,000 in excess thereof. Each such prepayment shall be applied ratably to reduce the then remaining installments described in subsection 2.7(b).

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon, New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.17. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans which shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. (b) If a Lender becomes a Defaulting Lender at a time when Swingline Loans are outstanding and such occurrence results in the existence of Fronting Exposure in respect of such Swingline Loans, then the Borrower shall promptly (and in any event within three Business Days), prepay Loans in an amount sufficient to eliminate such Fronting Exposure arising from the existence of Swingline Loans. Except for the mandatory nature thereof, any prepayment of Loans pursuant to this Section 2.8(b) shall be subject to the provisions of Section 2.8(a); provided that such prepayment may be in the amount needed to eliminate the Fronting Exposure arising from the existence of Swingline Loans.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the LoansLoans of any Class, in whole or in part, without premium or penalty, upon irrevocable notice in such form as may be approved by the Administrative Agent (except including any form on an electronic platform or electronic transmission system as otherwise provided below) shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer, delivered to the Administrative Agent no later than 12:00 Noon1:00 P.M., New York City time, at least three Business Days prior thereto, thereto in the case of Eurocurrency Loans, Eurodollar Loans and no later than 12:00 Noon1:00 P.M., New York City time, on the day of such prepayment, at least one Business Day prior thereto in the case of ABR Loans, which notice shall specify the date and amount of prepayment prepayment, the Class of Loans being prepaid and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.18. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans pursuant to this Section 2.8(a) shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 1,000,000 or a whole multiple of $500,000 in excess thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities (including under this Agreement) or incurrence of other Indebtedness, the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of Loans of any Class pursuant to this Section 2.8(a) shall be applied to the Loans of such Class of each Lender on a pro rata basis in accordance with the respective amounts of such Loans held by each such Lender. (i) Notwithstanding anything to the contrary in Section 2.8(a), the Borrower shall have the right at any time and from time to time to prepay Term Loans of any Class, to the Lenders at a prepayment price which is less than, equal to or greater than the principal amount of such Term Loans and on a non pro rata basis (each, an “Offered Voluntary Prepayment”) pursuant to the procedures described in this Section 2.8(b); provided that (A) no Offered Voluntary Prepayment may be made if a Default or Event of Default has occurred and is continuing or if, after giving effect to such Offered Voluntary Prepayment, Available Liquidity would be less than $250,000,000, (B) any Offered Voluntary Prepayment shall be offered to all Lenders with Term Loans of the Class selected by the Borrower on a pro rata basis and (C) the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower stating that (1) no Default or Event of Default has occurred and is continuing or would result from such Offered Voluntary Prepayment and (2) each of the conditions to such Offered Voluntary Prepayment contained in this Section 2.8(b) has been satisfied. (ii) To the extent the Borrower seeks to make an Offered Voluntary Prepayment, the Borrower will provide written notice from a Responsible Officer of the Borrower to the Administrative Agent (each, an “Offered Prepayment Option Notice”) that the Borrower desires to prepay Term Loans of a specified Class in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Offered Prepayment Amount”). The Proposed Offered Prepayment Amount shall not be less than $25,000,000 (or such lesser amount if the Term Loans of such specified Class have a lower aggregate amount outstanding at such time). The Offered Prepayment Option Notice shall further specify with respect to the proposed Offered Voluntary Prepayment: (A) the Proposed Offered Prepayment Amount for Term Loans and the Class of Term Loans with respect to such offer is being made, (B) an offered prepayment price range (which may be a single percentage) selected by the Borrower with respect to such proposed Offered Voluntary Prepayment equal to a percentage of par of the principal amount of Term Loans of the applicable Class (the “Offered Range”) and (C) the date by which Lenders are required to indicate their election to participate in such proposed Offered Voluntary Prepayment (the “Acceptance Date”) which shall be at least five Business Days following the date of such Offered Prepayment Option Notice is delivered. (iii) Upon receipt of an Offered Prepayment Option Notice, the Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice in form reasonably satisfactory to the Administrative Agent (each, a “Lender Participation Notice”; it being understood that a Lender may deliver more than one Lender Participation Notice, and that each such Lender Participation Notice of such Lender shall constitute an independent and unconditional offer, and no such Lender Participation Notice may be contingent on the making of any prepayment with respect to the Offered Loans in respect of any other Lender Participation Notice, or otherwise be contingent or conditional in any way) to the Administrative Agent (A) a minimum price (the “Acceptable Price”) within the Offered Range at which such Lender is willing to accept a prepayment of a portion of its Term Loans of the applicable Class and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Term Loans of such Class held by such Lender with respect to which such Lender is willing to permit an Offered Voluntary Prepayment at the Acceptable Price (“Offered Loans”). Based on the Acceptable Prices and principal amounts of Term Loans of the applicable Class specified by the Lenders in the applicable Lender Participation Notice, the Administrative Agent, in consultation with the Borrower, shall determine the applicable prepayment price for Term Loans pursuant to such Offered Voluntary Prepayment (the “Applicable Price”), which Applicable Price shall be (A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.8(b)(ii) for the Offered Voluntary Prepayment or (B) otherwise, the lowest Acceptable Price at which the Borrower can pay the Proposed Offered Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the lowest Acceptable Price); provided, however, that in the event that such Proposed Offered Prepayment Amount cannot be repaid in full at any Acceptable Price, the Applicable Price shall be the highest Acceptable Price specified by the Lenders that is within the Offered Range. The Applicable Price shall be applicable for all Lenders who have offered to participate in the Offered Voluntary Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Loans whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept an Offered Voluntary Prepayment of any of its Loans at the Applicable Price. (iv) The Borrower shall make an Offered Voluntary Prepayment by prepaying those Term Loans (or the respective portions thereof) of the applicable Class offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Price that is equal to or less than the Applicable Price (“Qualifying Loans”) at the Applicable Price; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Offered Prepayment Amount, such amounts in each case calculated by applying the Applicable Price, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Offered Prepayment Amount, such amounts in each case calculated by applying the Applicable Price, the Borrower shall prepay all Qualifying Loans. (v) Each Offered Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Price and determine the amount and holders of Qualifying Loans), without premium or penalty (and not subject to Section 2.18), upon irrevocable notice (each an “Offered Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 P.M., New York City time, three Business Days prior to the date of such Offered Voluntary Prepayment, which notice shall specify the date and amount of the Offered Voluntary Prepayment and the Applicable Price determined by the Administrative Agent. Upon receipt of any Offered Voluntary Prepayment Notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any Offered Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Price on the applicable Term Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. (vi) Prior to the delivery of an Offered Voluntary Prepayment Notice, upon written notice to the Administrative Agent, (A) the Borrower may withdraw its offer to make an Offered Voluntary Prepayment pursuant to any Offered Prepayment Option Notice and (B) any Lender may withdraw its offer to participate in any Offered Voluntary Prepayment pursuant to any Lender Participation Notice. (vii) To the extent not expressly provided for herein, each Offered Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Price in accordance with Section 2.8(b)(iii) above) established by the Administrative Agent in consultation with the Borrower. It is understood and agreed that the Borrower may employ a financial institution or other advisor (whether or not an affiliate of the Administrative Agent) to act as an arranger in connection with any Offered Voluntary Prepayment and, in such event, the Administrative Agent agrees, subject to its internal agency policies, to provide such reasonable cooperation as may be requested by the Borrower in order to facilitate communications from such arranger to the Lenders and otherwise to provide access to Lender Participation Notices. (viii) Each of the Borrower and the Lenders acknowledges and agrees that Administrative Agent may perform any and all of its duties under this Section 2.8(b) by itself or through any Affiliate of the Administrative Agent and expressly consents to any such delegation of duties by the Administrative Agent such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Administrative Agent and its respective activities in connection with any Offered Voluntary Prepayment provided for in this Section 2.8 as well as activities of the Administrative Agent. Notwithstanding anything set forth herein, the Administrative Agent shall not be required to serve as the auction agent for, or have any other obligations to participate in (other than mechanical administrative duties), or facilitate, any Offered Voluntary Prepayment unless it is reasonably satisfied with the terms and restrictions of such auction.

Optional Prepayments. The (i) At its option, the Borrower may, upon notice of at least one Business Day to the Administrative Agent in the case of Base Rate Loans or notice of at least three Business Days to the Administrative Agent in the case of LIBOR Loans, prepay without premium or penalty (except as expressly set forth in Section 2.13) the Loans in any Borrowing under any Facility selected by the Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or all accrued but unpaid interest thereon in part, without premium or penaltyin a minimum principal amount of, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noonin Section 2.06(b)(ii), New York City time$5,000,000 or an integral multiple of $1,000,000 in excess thereof, three Business Days prior thereto, or in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of whole. Each such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of such prepayment and whether the Facility in respect of which such prepayment shall be made; provided that if such prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid to be made on any day other than on the last day of the Interest Period applicable theretoto such LIBOR Loan, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant be subject to the payments required by Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that 2.13. If such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked given by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoingBorrower, the revocation of a termination notice Borrower shall not affect make such prepayment and the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein. If no Event of Default has occurred and is continuing, together with (except in all prepayments under this Section 2.06(b) which are applied to reduce the case principal amount of the Revolving Loans that are ABR and Swing Line Loans shall be applied to the Revolving Loans and Swingline Swing Line Loans as directed by the Borrower. If the Borrower fails to direct the application of any such prepayments, such prepayments shall be applied first to the accrued but unpaid interest on and then any principal of the Swing Line Loans until paid in full, second to the accrued but unpaid interest on and then any principal of the Revolving Loans until paid in full, and shall, in each case, to the extent possible, be first applied to prepay Base Rate Loans and then if any funds remain, to prepay LIBOR Loans) accrued interest ; provided that if an Event of Default has occurred and is continuing at the time any such prepayment is made, the Revolving Lenders shall apply such prepayments to such date on Obligations as the amount prepaidAdministrative Agent may determine in its discretion which determination shall be effective as to all Revolving Lenders (but for regulatory purposes, the Revolving Lenders may apply such payments internally as they shall determine). Partial prepayments Each prepayment pursuant to this Section 2.06(b) of Term Loans shall be applied to the installments of such Facility on a pro rata basis. (ii) At its option, the Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and Revolving Loans the Administrative Agent not later than 1:00 p.m. on the date of the prepayment and (B) any such prepayment shall be in an aggregate a minimum principal amount of the lesser of (1) $1,000,000 250,000 or a whole an integral multiple thereofof $50,000 in excess thereof and (2) the outstanding balance of the Swing Line Loans. Partial prepayments Each such notice shall specify the date and amount of Swingline Loans such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be in an aggregate principal amount of $100,000 or a whole multiple thereofdue and payable on the date specified therein.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and may, from time to time on any Business Day, voluntarily prepay the Loans, Advances in whole or in part, without premium penalty or penalty, upon irrevocable notice premium; provided that the Borrower (except as otherwise provided belowor the Collateral Manager on behalf of the Borrower) shall have delivered to the Collateral Agent and the Administrative Agent no written notice of such prepayment (such notice, a “Notice of Prepayment”) in the form of Exhibit C hereto not later than 12:00 Noon3:00 p.m. one (1) Business Day (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date of such prepayment (provided that same day notice may be given to cure any non-compliance with the Borrowing Base Test). The Administrative Agent shall promptly notify the Lenders of such Notice of Prepayment. Each such Notice of Prepayment shall be irrevocable and effective upon receipt and shall be dated the date such notice is being given, New York City timesigned by a Responsible Officer of the Borrower (or the Collateral Manager on behalf of the Borrower) and otherwise appropriately completed; provided that any such Notice of Prepayment may be conditioned upon the happening or occurrence of a specified event, three Business Days prior theretoand thereafter revoked in the event that such specified event does not occur. Each prepayment by the Borrower of any Advance denominated in Dollars pursuant to this Section 2.05(a) (other than a prepayment made in order to cure any non-compliance with the Borrowing Base Test) shall in each case be in a principal amount of at least $100,000 or, if less, the entire outstanding principal amount of the Advances Outstanding or, in the case of Eurocurrency Loansany prepayment of Advances with the proceeds of a prepayment or repayment of principal of Collateral Assets, and no later than 12:00 Noon, New York City time, such lesser amount as is paid by the applicable Obligor in respect thereof. Each prepayment by the Borrower of an Advance denominated in an Eligible Currency shall be made with such Eligible Currency. If a Notice of Prepayment is given by (or on behalf of) the day of such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretoBorrower, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that make such notice to prepay prepayment and the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein, together therein unless such notice is rescinded in accordance with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereofthis paragraph.

Optional Prepayments. The On any date on or after the Closing Date, Borrower and any relevant Subsidiary Borrower may at any time and may, from time to time on any Business Day, subject to payment of the Prepayment Premium or Exit Fee (if any) as set forth in Section 2.06, voluntarily prepay the Loans, any outstanding Advances in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise together with all amounts due pursuant to Sections 2.04(c) and 2.10; provided below) that the Borrower shall have delivered to the Administrative Agent written notice of such prepayment (such notice, a “Notice of Prepayment”) in the form of Exhibit B hereto by no later than 12:00 Noon, New York City time, three 1:00 p.m. at least two (2) Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on to the day of such prepayment, in the case . Any Notice of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered Prepayment received by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent after 1:00 p.m. shall be deemed received on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofnext Business Day. Upon receipt of any such notice Notice of Prepayment, the Administrative Agent shall promptly promptly, but in any event, no later than 1:00 p.m. at least one (1) Business Day prior to the date of such prepayment, notify each relevant Lender thereofLender. If any Each such Notice of Prepayment shall be irrevocable and effective upon the date received and shall be dated the date such notice is given, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. Each prepayment of any Advance by the Borrower pursuant to this Section 2.05(a) shall in each case be in a principal amount of at least $500,000 or, if less, the entire outstanding principal amount of the Advances of the Borrower. If a Notice of Prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereintherein (including, together with (except but not limited to, any Prepayment Premium or Exit Fee). The Borrower shall make the payment amount specified in such notice by wire transfer of immediately available funds by 11:00 a.m. on the date of prepayment to the account of the Administrative Agent, which will hold the funds on behalf of the Lenders. To the extent payment was made to the Administrative Agent, the Administrative Agent promptly will make such payment amount specified in such notice available to each Lender in the case amount of Revolving Loans each Lender’s Percentage of the payment amount by wire transfer to such Lender’s account. Any funds for purposes of a voluntary prepayment received by the Administrative Agent after 11:00 a.m. shall be deemed received on the next Business Day. For the avoidance of any doubt, the Borrower may only provide a Notice of Prepayment to prepay Advances that are ABR Loans and Swingline Loans) accrued interest to such date outstanding on the amount prepaid. Partial prepayments date such Notice of Term Loans Prepayment is delivered and Revolving Loans shall be in an aggregate principal amount may not provide a Notice of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereofPrepayment to prepay any future Advances.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Credit Loans and Swingline Loans, in whole or in part, without premium or penalty, upon with irrevocable prior written notice (except as otherwise provided below) delivered to the Administrative Agent no substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 12:00 Noon, New York City time, p.m. (i) on the same Business Day as the prepayment of a Base Rate Loan and a Swingline Loan and (ii) at least three Business Days prior theretobefore the prepayment of a LIBOR Rate Loan, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify specifying the date and amount of prepayment and whether the prepayment is of Eurocurrency LIBOR Rate Loans, Base Rate Loans, Swingline Loans or ABR Loans; provideda combination thereof, that and, if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretocombination thereof, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant amount allocable to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofeach. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereofRevolving Credit Lender. 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 set forth in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaidnotice. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 500,000 in excess thereof with respect to Base Rate Loans (other than Swingline Loans), $3,000,000 or a whole multiple thereofof $1,000,000 in excess thereof with respect to LIBOR Rate Loans and $500,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 12:00 p.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding the foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all or any portion of the Revolving Credit Facility or Swingline Facility with the proceeds of such refinancing or of any Incurrence of Indebtedness or the receipt of Net Cash Proceeds of any Asset Disposition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing, Incurrence or receipt and may be revoked by the Borrower in the event such refinancing is not consummated or such Net Cash Proceeds are not received (provided that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 5.9).

Optional Prepayments. The (i) Each Borrower and any relevant Subsidiary Borrower may shall have the right at any time and from time to time to prepay the Loans, any Borrowing by such Borrower of any Class in whole or in part, without premium or penalty, upon irrevocable subject to prior notice in accordance with clause (except a)(ii) of this Section; provided, however, that no prepayments of any Extended Term Loans of any series shall be permitted pursuant to this Section 2.10(a) so long as otherwise provided belowany Term Loans of any Existing Term Loan Class from which such Extended Term Loans were converted remain outstanding unless such prepayment is accompanied by a pro rata (or greater proportionate) delivered prepayment of Term Loans of such Existing Term Loan Class. (ii) The Borrowers shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) in a form acceptable to the Administrative Agent no of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 Noon2:00 p.m., New York City time, three (3) Business Days prior theretobefore the date of prepayment, (ii) in the case of Eurocurrency Loansprepayment of a Base Rate Borrowing, and no not later than 12:00 Noonnoon, New York City time, on the day date of such prepayment, prepayment or (iii) in the case of ABR Loansprepayment of a Swingline Loan, which not later than 2:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the date prepayment date, the Class or Classes of Loans to be repaid and the principal amount of prepayment and whether the each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day termination of the Interest Period applicable theretoCommitments as contemplated by Section 2.08, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that then such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice prepayment may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender revoked in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.08. Upon Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall promptly notify each relevant Lender advise the Lenders of the contents thereof. If Each partial prepayment of any such notice is given, the amount specified in such notice Borrowing shall be due and payable on the date specified therein, together with (except in an amount that would be permitted in the case of Revolving an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of Term Loans that are ABR pursuant to this Section 2.10(a) shall be applied to repayments thereof required pursuant to Section 2.09 in the order selected by the Borrowers. Each prepayment of a Borrowing shall be applied ratably to the Loans and Swingline Loansincluded in the notice of prepayment. Prepayments pursuant to this Section 2.10(a) shall be accompanied by accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans extent required by Section 2.12 and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereofsubject to Section 2.15.

Optional Prepayments. The Borrower and any relevant Subsidiary Any Borrower may at any time and from time to time prepay the LoansLoans made to it, in whole or in part, without premium or penalty, upon irrevocable notice from the Borrowers’ Agent in the form attached hereto as Annex III (except as otherwise provided belowthe “Notice of Prepayment”) delivered to the Administrative Agent (x) no later than 12:00 Noon, 1:00 p.m. (New York City time, ) at least three (3) Business Days prior thereto, to the proposed prepayment date in the case of Eurocurrency Eurodollar Loans, and (y) no later than 12:00 Noon, 1:00 p.m. (New York City time, ) on the day of such prepayment, proposed prepayment date in the case of ABR Base Rate Loans, and (z) not later than 1:00 p.m. (New York City time) on the proposed prepayment date in the case of Swing Line Loans, in each case, which notice shall specify (x) the date and amount of prepayment prepayment, (y) which Loans shall be prepaid and (z) whether the prepayment is of Eurocurrency Base Rate Loans, Eurodollar Loans or ABR Loansa combination thereof, and, if of a combination thereof, the amount allocable to each; provided, provided that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, or the Borrower or relevant Subsidiary Borrowers’ Agent revokes any notice of prepayment previously delivered pursuant to this Section 4.6 after the date/time specified above, such Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof4.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest any amounts payable pursuant to such date on the amount prepaidSection 4.14. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans pursuant to this Section 4.6 shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. If any Borrower shall make any prepayment of a Swing Line Loan after 1:00 p.m. (New York City time) on the Swing Line Loan Expiration Date and the Swing Line Lender shall have requested from the Lenders Refunded Swing Line Loans in accordance with Section 2.5(a) on account of such Swing Line Loan, the Administrative Agent shall apply such prepayment in the following order: first, to any other Swing Line Loans of the Borrowers outstanding at such time, and second, to any outstanding Revolving Facility Loans that are Base Rate Loans of such Borrower. If the amount of such prepayment is greater than the outstanding amount of such Swing Line Loans and such Revolving Facility Loans that are Base Rate Loans at the time such prepayment is made, the Administrative Agent shall promptly remit the excess to the applicable Borrower.

Optional Prepayments. The Borrower and any relevant Subsidiary Subject always to Section 2.7, the Borrower may at any time and from time to time prepay the LoansLoans made by the Lenders to the Borrower, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) substantially in the form of Exhibit N delivered by the Borrower to the Administrative Agent no later than 12:00 Noon11:00 A.M., New York City time, three Business Days prior thereto, in the case of Eurocurrency Term Benchmark Loans, and no later than 12:00 Noon11:00 A.M., New York City time, on the day of such prepaymentrequested prepayment date, in the case of ABR Loans, which notice shall specify the date and amount of prepayment prepayment, the name of the Borrower and whether the prepayment is of Eurocurrency Term Benchmark Loans or ABR Loans; provided, that if a Eurocurrency Term Benchmark Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.202.16; provided, further, provided further that any such notice prepayment pursuant to prepay Section 2.6(a) shall comply with the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofBMA Repayment Requirements. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term ABR Loans and Revolving Term Benchmark Loans for the Borrower shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be $1,000,000 in an aggregate excess thereof (or, in the case of ABR Loans, the entire principal amount of $100,000 or a whole multiple thereof).

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Loans, the Swingline Loans or the Term Loans, in whole or in part, without premium or penaltypenalty except as specifically provided in Section 2.11(b), upon irrevocable written notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment(i) one Business Day prior thereto, in the case of ABR Loans that are Revolving Loans and (ii) on the prepayment date, in the case of ABR Loans that are Swingline Loans, which notice shall specify (x) the date and amount of prepayment, (y) whether the prepayment is of Swingline Loans, Revolving Loans, Tranche A Term Loans, Tranche B Term Loans or New Loans and (z) whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, provided that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (provided that such notice may be conditioned on receiving the proceeds of any refinancing), together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and of Revolving Loans shall be in an aggregate principal amount of (i) $1,000,000 or a whole multiple thereofof $100,000 in excess thereof (in the case of prepayments of ABR Loans) or (ii) $1,000,000 or a whole multiple of $500,000 in excess thereof (in the case of prepayments of Eurocurrency Loans), and in each case shall be subject to the provisions of Section 2.18. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 500,000 or a whole multiple of $100,000 in excess thereof. (b) Any optional prepayment in full of the Tranche B Term Loans as a result of a Repricing Transaction shall be accompanied by a prepayment fee, which shall initially be 2% of the aggregate principal amount prepaid, shall decline to 1% on and after the first anniversary of the Closing Date and shall decline to 0% on and after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary contained in this Section 2.11 or any other provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Loans of the Borrower and its Subsidiaries, so long as no Default has occurred and is continuing, the Borrower or any Subsidiary of the Borrower may repurchase outstanding Term Loans pursuant to this Section 2.11(c) on the following basis: (i) Holdings, the Borrower or any Subsidiary of the Borrower may make one or more offers (each, an “Offer”) to repurchase all or any portion of the Term Loans (such Term Loans, the “Offer Loans”) of Term Lenders; provided that, (A) Holdings, the Borrower or such Subsidiary delivers a notice of such Offer to the Administrative Agent and all Term Lenders no later than noon (New York City time) at least five Business Days in advance of a proposed consummation date of such Offer indicating (1) the last date on which such Offer may be accepted, (2) the maximum dollar amount of such Offer, (3) the repurchase price per dollar of principal amount of such Offer Loans at which Holdings, the Borrower or such Subsidiary is willing to repurchase such Offer Loans and (4) the instructions, consistent with this Section 2.11(c) with respect to the Offer, that a Term Lender must follow in order to have its Offer Loans repurchased; (B) the maximum dollar amount of each Offer shall be no less than $10,000,000; (C) Holdings, the Borrower or such Subsidiary shall hold such Offer open for a minimum period of two Business Days; (D) a Term Lender who elects to participate in the Offer may choose to sell all or part of such Term Lender’s Offer Loans; and (E) such Offer shall be made to Term Lenders holding the Offer Loans on a pro rata basis in accordance with the respective principal amount then due and owing to the Term Lenders; provided, further that, if any Term Lender elects not to participate in the Offer, either in whole or in part, the amount of such Term Lender’s Offer Loans not being tendered shall be excluded in calculating the pro rata amount applicable to the balance of such Offer Loans; (ii) With respect to all repurchases made by Holdings, the Borrower or a Subsidiary of the Borrower, such repurchases shall be deemed to be voluntary prepayments pursuant to this Section 2.11 in an amount equal to the aggregate principal amount of such Term Loans, provided that such repurchases shall not be subject to the provisions of paragraphs (a) and (b) of this Section 2.11, Section 2.18 and Section 2.21; (iii) Following repurchase by Holdings, the Borrower or any Subsidiary of the Borrower, (A) all principal and accrued and unpaid interest on the Term Loans so repurchased shall be deemed to have been paid for all purposes and no longer outstanding (and may not be resold by Holdings, the Borrower or such Subsidiary), for all purposes of this Agreement and all other Loan Documents and (B) Holdings, the Borrower or any Subsidiary of the Borrower, as the case may be, will promptly advise the Administrative Agent of the total amount of Offer Loans that were repurchased from each Lender who elected to participate in the Offer; and

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice penalty (except as otherwise provided below) herein), upon irrevocable notice delivered to the Administrative Agent no later than 12:00 Noon, 11:00 A.M. (New York City time, ) three (3) Business Days prior thereto, thereto in the case of Eurocurrency Loans, Eurodollar Rate Loans and no later than 12:00 Noon, 11:00 A.M. (New York City time, on the day of such prepayment, ) one (1) Business Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and such prepayment, whether the such prepayment is of Eurocurrency Term Loans or ABR Revolving Credit Loans, and whether such prepayment is of Eurodollar Rate Loans or Base Rate Loans; provided, that (i) if a Eurocurrency Eurodollar Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such 2.19 and (ii) no prior notice is conditioned upon required for the effectiveness prepayment of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofSwing Line Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof; provided that a notice of voluntary prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, the receipt of proceeds from the issuance of other Indebtedness or the Disposition of assets or the closing of a merger or acquisition transaction, in which case such notice of prepayment may be revoked or extended by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied or delayed in effectiveness. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are ABR Base Rate Loans and Swingline Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple thereof. Partial prepayments of Swingline Swing Line Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. Any prepayments of the Term Loan Facility pursuant to this Section shall be applied to the remaining scheduled installments of principal under the Term Loan Facility as directed by the Borrower (or absent such direction, on a pro rata basis thereof).

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium (except as set forth in Section 2.11(g)) or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon2:00 P.M., New York City time, (i) three Business Days prior thereto, in the case of Eurocurrency LoansEurodollar Loans denominated in Dollars and (ii) four Business Days prior thereto in the case of Eurodollar Loans denominated in Alternative Currencies (other than Dollars), and no later than 12:00 Noon2:00 P.M., New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment prepayment, the installment or installments of the respective tranches of the Loans to be repaid and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR LoansLoans (it being understood that the Borrower may elect to prepay one tranche of Term Loans without prepaying another); provided, provided that in the case of Swingline Loans notice may be given no later than 2:00 P.M. New York City time on the date of prepayment; and provided further that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of a tranche of Term Loans and shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Revolving Loans denominated in an Alternative Currency (other than Dollars) shall be in an aggregate principal amount of the Alternative Currency Equivalent of $1,000,000 or a whole multiple thereof. Partial prepayments of Revolving Loans denominated in Dollars shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, penalty (except in the case of Tranche B Term Loans as otherwise provided in paragraph (b) below) upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. (b) Any (i) optional prepayment of the Tranche B Term Loans using proceeds of any credit facility term loans incurred by the Borrower for which, the interest rate payable thereon on the date of such prepayment is lower than the Eurocurrency Rate on the date of such prepayment plus the Applicable Margin with respect to the Tranche B Term Loans on the date of such prepayment with the primary purpose of refinancing Tranche B Term Loans at a lower interest rate or (ii) repricing of the Tranche B Term Loans pursuant to an amendment to this Agreement resulting in the interest rate payable thereon on the date of such amendment being lower than the Eurocurrency Rate on the date immediately prior to such amendment plus the Applicable Margin with respect to the Tranche B Term Loans on the date immediately prior to such amendment, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment (or, in the case of clause (ii) above, of the aggregate amount of Tranche B Term Loans outstanding immediately prior to such amendment) if made on or prior to the date that is six months after the Seventh Amendment Effective Date. Such fee shall be paid by the Borrower to the Administrative Agent for the account of the Tranche B Term Lenders on the date of such prepayment or amendment (as the case may be).

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Credit Loans and Swingline Loans, in whole or in part, without premium or penalty, upon with irrevocable prior written notice (except as otherwise provided below) delivered to the Administrative Agent no substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 12:00 Noon, New York City time, 2:00 p.m. (i) on the same Business Day as each Base Rate Loan or each Swingline Loan and (ii) at least three (3) Business Days prior theretobefore each LIBOR Rate Loan, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify specifying the date and amount of prepayment and whether the prepayment is of Eurocurrency LIBOR Rate Loans, Base Rate Loans, Swingline Loans or ABR Loans; provideda combination thereof, that and, if of a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretocombination thereof, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant amount allocable to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofeach. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereofRevolving Credit Lender. 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 set forth in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaidnotice. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereofof $100,000 in excess thereof with respect to Base Rate Loans (other than Swingline Loans), $1,000,000 or a whole multiple of $100,000 in excess thereof with respect to LIBOR Rate Loans and $100,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 2:00 p.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding the foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all of the Credit Facility with the proceeds of such refinancing or of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence and may be revoked by the Borrower in the event such refinancing is not consummated (provided that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 5.9).

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time shall have the right to time optionally prepay the Loans, outstanding principal amount of the Loans in whole or in part, without premium or penalty, part on any Business Day upon irrevocable five (5) Business Days’ notice (except as otherwise provided belowa “Redemption Date”) delivered for an amount equal to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify the date and aggregate principal amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is being prepaid on plus any day other than accrued but unpaid interest plus the last day Prepayment Premium in respect of the Interest Period applicable theretoprincipal amount being prepaid and any fees then due and owing (such aggregate amount, the Borrower or relevant Subsidiary Borrower “Redemption Price”). The applicable “Prepayment Premium” shall also pay any amounts owing be an amount calculated pursuant to Section 2.20; provided, further, that such notice to prepay 3.03(a)(i). (i) If the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower Redemption Date occurs: (by further notice to the Administrative Agent A) on or prior to the specified effective datefourth (4th) if such condition is not satisfied. Notwithstanding the foregoingPayment Date, the revocation Prepayment Premium shall be an amount equal to 3.00% of a termination notice the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date; (B) after the fourth (4th) Payment Date, and on or prior to the eighth (8th) Payment Date, the Prepayment Premium shall not affect be an amount equal to 2.00% of the Borrower’s obligation aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date; (C) after the eighth (8th) Payment Date, and on or prior to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred the twelfth (12th) Payment Date, the Prepayment Premium shall be an amount equal to 1.00% of the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date; (D) after the twelfth (12th) Payment Date, the Prepayment Premium shall be an amount equal to 0.00% of the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date. (ii) To determine the aggregate outstanding principal amount of the Loans, and how many Payment Dates have occurred, as a consequence thereof. Upon receipt of any Redemption Date for purposes of Section 3.03(a): (A) if, as of such notice Redemption Date, the Administrative Agent Borrower shall promptly notify have made only one Borrowing, the number of Payment Dates shall be deemed to be the number of Payment Dates that shall have occurred following the First Borrowing Date; (B) if, as of such Redemption Date, the Borrower shall have made more than one Borrowing, then the Redemption Price shall equal the sum of the Redemption Prices calculated with respect to the Loans of each relevant Lender thereofBorrowing, each of which Redemption Prices shall be calculated based on solely the aggregate outstanding principal amount of the Loans borrowed in such Borrowing (and PIK Loans subsequently borrowed in respect of interest payments thereon), as though the applicable number of Payment Dates equals the number of Payment Dates that shall have occurred following the applicable Borrowing Date. If In the case of any such notice is givenpartial prepayment, the amount specified in of such notice prepayment shall be due and payable on the date specified therein, together with (except allocated to Loans made in the case of Revolving various Borrowings (and PIK Loans that are ABR Loans and Swingline Loansin respect thereof) accrued interest to in the order in which such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans Borrowings were made; (iii) No partial prepayment shall be made under this Section 3.03(a) in connection with any event described in Section 3.03(b). (iv) On or prior to any Redemption Date, the Lenders may notify Borrower of a reduction in the amounts due under Section 3.03(a)(i) with respect to any portion of the Loans held by any entity licensed by the SBA as an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereofSBIC.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Designated Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Term Benchmark Loans, and no later than 12:00 Noon2:00 p.m., New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Term Benchmark Loans or ABR Loans; provided, that if a Eurocurrency Term Benchmark Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.17. Upon receipt of any such notice the Administrative Designated Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans which shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Partial prepayments Notwithstanding the foregoing, any notice of Swingline prepayment delivered in connection with any refinancing of all of the Loans shall and Commitments with the proceeds of such refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in an aggregate principal amount of $100,000 or a whole multiple thereofconnection with any such revocation, in the event such contingency is not met.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower Borrowers may at any time and from time to time prepay the Loans (other than Competitive Loans), in whole or in part, without premium or penaltypenalty (subject to Section 2.09(c)), upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent Agent, (i) no later than 12:00 Noon11:00 a.m., New York City time, three Business Days prior thereto, thereto in the case of Eurocurrency Loans, Loans and (ii) no later than 12:00 Noon11:00 a.m., New York City time, on the day date of such prepayment, the proposed repayment in the case of ABR Base Rate Loans, which notice shall specify the date and amount of such prepayment, whether such prepayment is of Term Loans or Revolving Credit Loans, and whether the such prepayment is of Eurocurrency Loans or ABR Base Rate Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; 2.21, provided, further, that such a notice to prepay the Loans delivered by the Borrower of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities facilities, incurrence of other Indebtedness or consummation of another transaction (such as a Change in of Control), in either case, which case such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) Company if such condition is not satisfied. Notwithstanding satisfied prior to the foregoing, stated effective date of the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender or reduction set forth in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofsuch notice. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (unless such notice is revoked as contemplated above), together with (except in the case of Revolving Credit Loans that are ABR Loans and Swingline Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans of any Class shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments Notwithstanding the foregoing, the Borrowers shall not have the right to prepay any Competitive Loans. (b) Each prepayment of Swingline Term Loans pursuant to this Section 2.11 shall be applied to the remaining scheduled installments of the Term Loans as directed by the Borrower and in an aggregate principal amount the absence of $100,000 or a whole multiple thereofsuch direction, to the remaining scheduled installments of the Term Loans in direct order of maturity.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Credit Loans and Swingline Loans, in whole or in part, without premium or penalty, upon with irrevocable prior written notice (except as otherwise provided below) delivered to the Administrative Agent no substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 12:00 Noon, New York City time, noon (i) on the same Business Day as each date of prepayment of a Base Rate Loan or Swingline Loan and (ii) at least three (3) Business Days prior theretobefore each date of prepayment of a LIBOR Rate Loan, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify specifying the date and amount of prepayment and whether the prepayment is of Eurocurrency LIBOR Rate Loans, Base Rate Loans, Swingline Loans or ABR Loans; provideda combination thereof, that and, if of a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretocombination thereof, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant amount allocable to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofeach. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereofRevolving Credit Lender. 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 set forth in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaidnotice. Partial prepayments of Term Loans and Revolving Loans shall be be, except for mandatory prepayments required under Section 2.4(b) or Section 4.4(b), in an aggregate principal amount of $1,000,000 2,000,000 or a whole multiple thereof. Partial prepayments of $1,000,000 in excess thereof with respect to Base Rate Loans (other than Swingline Loans), $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans shall be in an aggregate principal amount of and $100,000 or a whole multiple thereofof $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 12:00 noon shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Each notice of reduction and prepayment in full of the entire Revolving Credit Commitment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other Indebtedness, in which case such notice may be revoked by the Borrower by notice to the Administrative Agent received on or prior to the specified effective date of such reduction, if such condition is not satisfied.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may shall have the right at any time and from time to time to prepay the Loansany Borrowing, in whole or in part, without premium or penalty, upon irrevocable by giving written notice (except as otherwise provided belowor telephonic notice promptly confirmed in writing) delivered to the Administrative Agent no later than 12:00 Noon(i) in the case of prepayment of any Eurocurrency Borrowing denominated in Dollars, New York City 11:00 a.m. (Richmond, Virginia time, ) not less than three (3) Business Days prior theretoto any such prepayment, (ii) in the case of any prepayment of any Eurocurrency Borrowing denominated in an Alternative Currency, 11:00 a.m. (Richmond, Virginia time) not less than three (3) Business Days (or four (4) Business Days in the case of Australian Dollars or five (5) Business Days, in the case of Eurocurrency Loansprepayment of Loans denominated in Special Notice Currencies) prior to any such prepayment, and no later than 12:00 Noon(iii) in the case of any prepayment of any Base Rate Borrowing or an Index Rate Borrowing, New York City 11:00 a.m. (Richmond, Virginia time, ) on the day Business Day of such prepayment, and (iv) in the case of ABR Swingline Borrowings, 11:00 a.m. (Richmond, Virginia time) on the date of such prepayment, provided that no notice shall be required for the prepayment of any Cash Management Swingline Loans. Each such notice shall be irrevocable (unless contingent on the consummation of an anticipated refinancing or other transaction and the Borrower shall, which notice as promptly as practicable, notify the Administrative Agent that such refinancing or other transaction will not occur as scheduled) and shall specify the proposed date of such prepayment and the principal amount of prepayment and whether the prepayment is of Eurocurrency Loans each Borrowing or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant portion thereof to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofprepaid. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant affected Lender thereofof the contents thereof and of such ▇▇▇▇▇▇’s Pro Rata Share of any such prepayment. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date specified thereindesignated in such notice, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.14(d); provided, that if a Eurocurrency Borrowing not denominated in Sterling is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.20. Partial prepayments Each partial prepayment of Term Loans and Revolving Loans any Loan (other than a Swingline Loan) shall be in a Dollar Equivalent amount that would be permitted in the case of an aggregate principal amount advance of $1,000,000 a Revolving Borrowing of the same Type pursuant to Section 2.2 or in the case of a whole multiple thereofSwingline Loan pursuant to Section 2.4. Partial prepayments Each prepayment of Swingline Loans a Borrowing shall be applied ratably to the Loans comprising such Borrowing, and in an aggregate the case of a prepayment of a Term Loan Borrowing, to principal amount installments in such order of $100,000 or a whole multiple thereofmaturity as the Borrower may direct.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penaltypenalty (except as required pursuant to Section 2.19), upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, 11:00 A.M. (local time in New York City time, City) three Business Days prior thereto, thereto in the case of Eurocurrency Loans, Term SOFR Loans and no later than 12:00 Noon, 11:00 A.M. (local time in New York City time, on the day of such prepayment, City) one Business Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and such prepayment, whether the such prepayment is of Eurocurrency Term Loans or ABR Revolving Credit Loans and whether such prepayment is of Term SOFR Loans or Base Rate Loans; provided, that if a Eurocurrency Term SOFR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.202.18(h); provided, further, that such a notice to prepay the Loans of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Controlother transactions specified therein, in either case, which case such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are ABR Loans and Swingline Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

Optional Prepayments. The Borrower Company and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon11:00 a.m., New York City time, three Business Days prior thereto, in the case of Eurocurrency Term Benchmark Loans and Daily Simple SOFR Loans, and no later than 12:00 Noon11:00 a.m., New York City time, on the day of such prepayment, in the case of ABR Loans, in each case which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Term Benchmark Loans, Daily Simple SOFR Loans or ABR Loans; provided, that if a Eurocurrency Term Benchmark Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower Company or the relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.202.22; provided, further, that such notice to prepay the Loans delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in of Control, in either case, which such notice may be revoked by the Borrower Company (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination prepayment notice shall not affect the Company’s or any relevant Subsidiary Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 2.22 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is givengiven (and not revoked as provided herein), the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount integral multiple of $1,000,000 or a whole multiple thereof1 million and no less than $25 million. Partial Optional prepayments of Swingline Converted Term Loans shall may not be in an aggregate principal amount of $100,000 or a whole multiple thereofreborrowed.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower Borrowers may at any time and from time to time prepay the any Class or Classes of Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than (a) 12:00 Noonp.m., New York City time, two Business Days prior thereto, in the case of Term Benchmark Loans, (b) 12:00 p.m., New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, Foreign Currency Loans and no later than (c) 12:00 Noonp.m., New York City time, on the day date of such prepayment, in the case of RFR Loans or ABR Loans, which notice shall shall, in each case, specify the date and amount of prepayment prepayment, the Loans to be prepaid and whether the prepayment is of Eurocurrency Term Benchmark Loans, Foreign Currency Loans (and if a Foreign Currency Loan is to be prepaid, the Foreign Currency in which such Loans are denominated), RFR Loans or ABR Loans; provided, that if a Eurocurrency Loan or Term Benchmark Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary applicable Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid; provided, however, that any notice of prepayment given by any Borrower may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising or other transaction, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Partial prepayments of Term Loans and Revolving Loans (other than Foreign Currency Loans) shall be in an aggregate principal amount of (x) in the case of ABR Loans, $1,000,000 100,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of RFR Loans and Term Benchmark Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. Partial prepayments of Foreign Currency Loans shall be in a minimum amount as set forth for the relevant Foreign Currency on the Administrative Schedule. Optional prepayments shall be applied to the prepayment of the applicable Class or Classes of Term Loans as directed by the applicable Borrower.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon1:00 p.m., New York City time, three Business Days prior thereto, thereto in the case of Eurocurrency Loans, Eurodollar Loans and no later than 12:00 Noon1:00 p.m., New York City time, on the day of such prepayment, one Business Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Base Rate Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof4.11. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (provided, that a notice of prepayment of all outstanding Loans may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied), together with (except in the case of Revolving Loans that are ABR Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. (b) Any optional prepayments of the Term Loans shall be credited to the remaining scheduled installments thereof as specified by the Borrower or, if not specified, pro rata to the remaining installments.

Optional Prepayments. (i) The Borrower and any relevant Subsidiary Borrower may Borrowers may, upon notice to the Administrative Agent by the Parent Borrower, at any time and or from time to time voluntarily prepay the Loans, any Borrowing of any Class in whole or in part, part without premium or penalty, upon irrevocable notice penalty (except as otherwise set forth in Section 2.05(a)(iv)); provided belowthat (1) delivered to such notice must be received by the Administrative Agent no not later than 12:00 Noon1:00 p.m., New York City time, time (A) three (3) Business Days prior theretoto any date of prepayment of Eurocurrency Rate Loans (or, in the case of a Eurocurrency LoansRate Loan denominated in a Revolving Alternative Currency, and no not later than 12:00 Noon1:00 p.m., New York City timeLocal Time, three (3) Business Days before any date of prepayment) and (B) on the day date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof, in each case, the entire principal amount thereof then outstanding; provided, further, that prior to the Closing Date the Borrowers may not prepay Term B Loans from Escrow Property unless, after giving effect to the release of Escrow Property to fund such prepayment, the remaining Escrow Property would be sufficient (without reinvestment) to pay all scheduled interest on the remaining Term B Loans on the next scheduled Interest Payment Date and, without duplication, the prepayment price of the remaining Term B Loans on such Interest Payment Date pursuant to Section 2.09(b)(ix), (it being understood that, if the Borrowers deliver evidence to the Administrative Agent that such condition would be satisfied after giving effect to a release of Escrow Property pursuant to a Partial Prepayment Notice (as defined in the case of ABR LoansEscrow Agreement) and the Borrowers request that the Administrative Agent deliver such Partial Prepayment Notice to the Escrow Agent, which the Administrative Agent shall deliver such Partial Prepayment Notice to the Escrow Agent and shall apply the Escrow Property received in connection therewith to prepay Term B Loans pursuant to this Section 2.05(a)). Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Class(es) and Type(s) of Eurocurrency Loans or ABR Loans; providedto be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, that if a Eurocurrency Loan is prepaid on any day other than the last day and of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that amount of such notice to prepay the Loans delivered by the Borrower may state that Lender’s Applicable Percentage of such prepayment. If such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked given by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoingParent Borrower, the revocation of a termination notice Borrowers shall not affect make such prepayment and the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Parent Borrower (except in it being understood and agreed that if the case Parent Borrower does not so direct at the time of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on prepayment, such prepayment shall be applied against the amount prepaid. Partial prepayments scheduled repayments of Term Loans of the relevant Class under Section 2.07 in direct order of maturity) and Revolving shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (i) The Borrowers 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., New York City time, on the date of the prepayment and (2) any such prepayment shall be in an aggregate a minimum principal amount of $1,000,000 or a whole multiple thereofthe entire principal amount thereof then outstanding. Partial prepayments Each such notice shall specify the date and amount of Swingline Loans such prepayment. If such notice is given by the Parent Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Parent Borrower may rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iii) In the event that the Borrowers (x) make any prepayment of Term B Loans in connection with any Repricing Transaction or (y) effect any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B Loans, in each case prior to the twelve (12) month anniversary of the Escrow Closing Date, the Borrowers shall pay a premium in an aggregate principal amount equal to 1.00% of (A) in the case of clause (x), the amount of $100,000 the Term B Loan being prepaid or a whole multiple thereof(B) in the case of clause (y), the aggregate amount of the applicable Term B Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the Term B Lenders.

Optional Prepayments. The Borrower and any relevant Subsidiary Any Borrower may at any time and from time to time prepay the LoansLoans made to it, in whole or in part, without premium or penalty, upon irrevocable notice from the Borrowers’ Agent in the form attached hereto as Annex III (except as otherwise provided belowthe “Notice of Prepayment”) delivered to the Administrative Agent (x) no later than 12:00 Noon, 1:00 p.m. (New York City time, ) at least three (3) Business Days prior thereto, to the proposed prepayment date in the case of Eurocurrency Eurodollar Loans, and (y) no later than 12:00 Noon, 1:00 p.m. (New York City time, ) on the day of such prepayment, proposed prepayment date in the case of ABR Base Rate Loans, and (z) not later than 1:00 p.m. (New York City time) on the proposed prepayment date in the case of Swing Line Loans, in each case, which notice shall specify (x) the date and amount of prepayment prepayment, (y) which Loans shall be prepaid and (z) whether the prepayment is of Eurocurrency Base Rate Loans, Eurodollar Loans or ABR Loansa combination thereof, and, if of a combination thereof, the amount allocable to each; provided, provided that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, or the Borrower or relevant Subsidiary Borrowers’ Agent revokes any notice of prepayment previously delivered pursuant to this Section 4.6 after the date/time specified above, such Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof4.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest any amounts payable pursuant to such date on the amount prepaidSection 4.14. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans pursuant to this Section 4.6 shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. If any Borrower shall make any prepayment of a Swing Line Loan after 1:00 p.m. (New York City time) on the fifth Business Day following the making of such Swing Line Loan and the Swing Line Lender shall have requested from the Lenders Refunded Swing Line Loans in accordance with Section 2.5(a) on account of such Swing Line Loan, the Administrative Agent shall apply such prepayment in the following order: first, to any other Swing Line Loans of the Borrowers outstanding at such time, and second, to any outstanding Working Capital Facility Loans that are Base Rate Loans of such Borrower. If the amount of such prepayment is greater than the outstanding amount of such Swing Line Loans and such Working Capital Facility Loans that are Base Rate Loans at the time such prepayment is made, the Administrative Agent shall promptly remit the excess to the applicable Borrower.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may shall have the right to optionally prepay the outstanding principal amount of the Loans in whole or in part at any time and or from time to time prepay the Loans(such prepayment date, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided belowa “Redemption Date”) delivered for an amount equal to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify the date and aggregate principal amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is being prepaid on plus any day other than accrued but unpaid interest thereon plus the last day Prepayment Premium in respect of the Interest Period applicable theretoprincipal amount being prepaid and any fees then due and owing (such aggregate amount, the Borrower or relevant Subsidiary Borrower “Redemption Price”). The applicable “Prepayment Premium” shall also pay any amounts owing be an amount calculated pursuant to Section 2.20; provided, further, that such notice to prepay 3.03(a)(i). (i) If the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower Redemption Date occurs: (by further notice to the Administrative Agent A) on or prior to the specified effective datefourth (4th) if such condition is not satisfied. Notwithstanding the foregoingPayment Date, the revocation Prepayment Premium shall be an amount equal to 8.00% of a termination notice the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date; (B) after the fourth (4th) Payment Date, and on or prior to the eighth (8th) Payment Date, the Prepayment Premium shall not affect be an amount equal to 4.00% of the Borrower’s obligation aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date; (C) after the eighth (8th) Payment Date, and on or prior to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred the twelfth (12th) Payment Date, the Prepayment Premium shall be an amount equal to 2.00% of the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date; (D) after the twelfth (12th) Payment Date, the Prepayment Premium shall be an amount equal to 0.00% of the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date. (ii) To determine the aggregate outstanding principal amount of the Loans, and how many Payment Dates have occurred, as a consequence thereof. Upon receipt of any Redemption Date for purposes of Section 3.03(a): (A) if, as of such notice Redemption Date, Borrower shall have made only one Borrowing, the Administrative Agent number of Payment Dates shall promptly notify be deemed to be the number of Payment Dates that shall have occurred following the first Borrowing Date; (B) if, as of such Redemption Date, Borrower shall have made more than one Borrowing (excluding Borrowings of PIK Loans), then the Redemption Price shall equal the sum of multiple Redemption Prices calculated with respect to the Loans of each relevant Lender thereofsuch Borrowing (together with PIK Loans subsequently borrowed in respect of interest payments thereon), each of which Redemption Prices shall be calculated based on solely the aggregate outstanding principal amount of the Loans borrowed in such Borrowing (and PIK Loans subsequently borrowed in respect of interest payments thereon), as though the applicable number of Payment Dates equals the number of Payment Dates that shall have occurred following the applicable Borrowing Date. If In the case of any such notice is givenpartial prepayment, the amount specified in of such notice prepayment shall be due and payable on the date specified therein, together with (except allocated to Loans made in the case of Revolving various Borrowings (and PIK Loans that are ABR Loans and Swingline Loansin respect thereof) accrued interest to in the order in which such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans Borrowings were made; (iii) No partial prepayment shall be made under this Section 3.03(a) in connection with any event described in Section 3.03(b)(ii). (iv) The Prepayment Premium in this Section 3.03(a) shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereofaddition to any payments required under the Fee Letter.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon, New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20. Each notice delivered by the Borrower pursuant to this Section 2.10 shall be irrevocable; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice it is conditioned upon the effectiveness occurrence of other credit facilities one or a Change in Control, in either casemore events specified therein, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent no later than 10:00 A.M., New York City time, on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof(or, if the Term Loans then outstanding are less than $1,000,000, such lesser amount). Partial Amounts to be applied in connection with prepayments of Swingline Loans and Commitment reductions made pursuant to this Section 2.10 shall be applied, in an aggregate principal amount the case of $100,000 or a whole multiple thereofTerm Loans, to the prepayment of the Term Loans in accordance with Section 2.17(b) and as directed by the Borrower (or, absent such direction, in direct order of maturity) and, in the case of Commitment reductions, to reduce permanently the Revolving Commitments.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Loans, the Swingline Loans or the Term Loans, in whole or in part, without premium or penaltypenalty except as specifically provided in Section 2.11(b), upon irrevocable written notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment(i) one Business Day prior thereto, in the case of ABR Loans that are Revolving Loans or Term Loans and (ii) on the prepayment date, in the case of ABR Loans that are Swingline Loans, which notice shall specify (x) the date and amount of prepayment, (y) whether the prepayment is of Swingline Loans, Revolving Loans, Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans or New Loans and (z) whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, provided that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (provided that such notice may be conditioned on receiving the proceeds of any refinancing), together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and of Revolving Loans shall be in an aggregate principal amount of (i) $1,000,000 or a whole multiple thereofof $100,000 in excess thereof (in the case of prepayments of ABR Loans) or (ii) $1,000,000 or a whole multiple of $500,000 in excess thereof (in the case of prepayments of Eurocurrency Loans), and in each case shall be subject to the provisions of Section 2.18. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 500,000 or a whole multiple of $100,000 in excess thereof. (b) Any optional prepayment in full of the Tranche B Term Loans as a result of a Repricing Transaction shall be accompanied by a prepayment fee, which shall initially be 2% of the aggregate principal amount prepaid, shall decline to 1% on and after the first anniversary of the Closing Date and shall decline to 0% on and after the second anniversary of the Closing Date. (c) Notwithstanding anything to the contrary contained in this Section 2.11 or any other provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Loans of the Borrower and its Subsidiaries, so long as no Default has occurred and is continuing, the Borrower or any Subsidiary of the Borrower may repurchase outstanding Term Loans pursuant to this Section 2.11(c) on the following basis: (i) Holdings, the Borrower or any Subsidiary of the Borrower may make one or more offers (each, an “Offer”) to repurchase all or any portion of the Term Loans (such Term Loans, the “Offer Loans”) of Term Lenders; provided that, (A) Holdings, the Borrower or such Subsidiary delivers a notice of such Offer to the Administrative Agent and all Term Lenders no later than noon (New York City time) at least five Business Days in advance of a proposed consummation date of such Offer indicating (1) the last date on which such Offer may be accepted, (2) the maximum dollar amount of such Offer, (3) the repurchase price per dollar of principal amount of such Offer Loans at which Holdings, the Borrower or such Subsidiary is willing to repurchase such Offer Loans and (4) the instructions, consistent with this Section 2.11(c) with respect to the Offer, that a Term Lender must follow in order to have its Offer Loans repurchased; (B) the maximum dollar amount of each Offer shall be no less than $10,000,000; (C) Holdings, the Borrower or such Subsidiary shall hold such Offer open for a minimum period of two Business Days; (D) a Term Lender who elects to participate in the Offer may choose to sell all or part of such Term Lender’s Offer Loans; and (E) such Offer shall be made to Term Lenders holding the Offer Loans on a pro rata basis in accordance with the respective principal amount then due and owing to the Term Lenders; provided, further that, if any Term Lender elects not to participate in the Offer, either in whole or in part, the amount of such Term Lender’s Offer Loans not being tendered shall be excluded in calculating the pro rata amount applicable to the balance of such Offer Loans; (ii) With respect to all repurchases made by Holdings, the Borrower or a Subsidiary of the Borrower, such repurchases shall be deemed to be voluntary prepayments pursuant to this Section 2.11 in an amount equal to the aggregate principal amount of such Term Loans, provided that such repurchases shall not be subject to the provisions of paragraphs (a) and (b) of this Section 2.11, Section 2.18 and Section 2.21; (iii) Following repurchase by Holdings, the Borrower or any Subsidiary of the Borrower, (A) all principal and accrued and unpaid interest on the Term Loans so repurchased shall be deemed to have been paid for all purposes and no longer outstanding (and may not be resold by Holdings, the Borrower or such Subsidiary), for all purposes of this Agreement and all other Loan Documents and (B) Holdings, the Borrower or any Subsidiary of the Borrower, as the case may be, will promptly advise the Administrative Agent of the total amount of Offer Loans that were repurchased from each Lender who elected to participate in the Offer; and

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time shall have the right to time prepay the Loans, Term Loan in whole or in partpart from time to time; provided, however, that (i) each partial prepayment of the Term Loan shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining outstanding principal amount) and (ii) upon the prepayment of any such amount, Collateral having a fee simple fair market value based on the 2005 Appraisals and the 2006 Appraisals (or such later appraisals as may be required by the Administrative Agent to the extent the Borrower encumbers, enters into a sale-leaseback arrangement or otherwise disposes of properties not constituting Collateral with a fair market value in excess of $125,000,000), as applicable, as selected by the Borrower and approved by the Administrative Agent, shall be released on a dollar-for-dollar basis; provided that no Mortgaged Property shall be required to be partially released in order to comply with the foregoing dollar-for-dollar reduction. The Borrower shall give three Business Days’ irrevocable notice in the case of LIBOR Rate Loans and one Business Day irrevocable notice in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) by 11:00 A.M. on the date notice is given. Amounts prepaid under this Section shall be (i) applied ratably to the remaining principal installments thereof and (ii) applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.13, but otherwise without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, . Interest on the day of such prepayment, in the case of ABR Loans, which notice shall specify the date and principal amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereinnext occurring Interest Payment Date that would have occurred had such loan not been prepaid or, together with (except in at the case request of Revolving Loans that are ABR Loans and Swingline Loans) accrued the Administrative Agent, interest to such date on the principal amount prepaid. Partial prepayments of Term Loans and Revolving Loans prepaid shall be in an aggregate principal amount payable on any date that a prepayment is made hereunder through the date of $1,000,000 or a whole multiple thereofprepayment. Partial prepayments of Swingline Loans shall Amounts prepaid on the Term Loan may not be in an aggregate principal amount of $100,000 or a whole multiple thereofreborrowed.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent (i) no later than 12:00 Noon, New York City time, three U.S. Government Securities Business Days prior thereto, in the case of Eurocurrency Term Benchmark Loans, (ii) no later than 11:00 A.M., New York City time, five Business Days before the date of prepayment, in the case of an RFR Borrowing and (iii) no later than 12:00 Noon, New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Term Benchmark Loans, ABR Loans or ABR if applicable, RFR Loans; provided, that if a Eurocurrency Term Benchmark Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments The application of Swingline Loans any prepayment pursuant to this Section 2.10 shall be in an aggregate principal amount of $100,000 or a whole multiple thereofmade first, to ABR Loans and second, to Term Benchmark Loans and, if applicable, RFR Loans.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Loans and Swingline Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent (or, with respect to Swingline Loans, the Swingline Lender) no later than 12:00 Noon11:00 A.M., New York City time, three Business Days prior thereto, thereto in the case of Eurocurrency LIBOR Rate Loans, and no later than 12:00 Noon11:00 A.M., New York City time, on the day of such prepayment, Business Day thereof in the case of ABR Loans, and no later than 1:00 P.M., New York City time, on the Business Day thereof in the case of Swingline Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency LIBOR Rate Loans, ABR Loans or ABR Swingline Loans; provided, provided that if a Eurocurrency LIBOR Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.15. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. Each prepayment of the Revolving Loans made pursuant to this Section 2.6 shall be applied ratably among the Lenders holding the Revolving Loans being prepaid, in proportion to the principal amount held by each; provided that if any Lender is a Defaulting Lender at the time of any such prepayment, any optional prepayment of the Revolving Loans shall, if the Administrative Agent so directs at the time of such optional prepayment, be applied in accordance with Section 2.20(a)(ii).

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay (i) At their option, the Loans, in whole or in partBorrowers may, without premium or penaltypenalty but subject to Section 2.13 in the case of LIBOR Loans, upon irrevocable one (1) Business Day’s notice (except as otherwise provided below) delivered from the Borrowers to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on Base Rate Loans or three (3) Business Days’ notice from the day of such prepayment, Borrowers to the Administrative Agent in the case of ABR LIBOR Loans, which prepay the Base Rate Loans in any Borrowing and all accrued but unpaid interest thereon in part, in a minimum principal amount of $3,000,000 or an integral multiple of $500,000 in excess thereof, or in whole and prepay the LIBOR Loans in any Borrowing and all accrued but unpaid interest thereon in part, in a minimum principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, or in whole. Each such notice shall specify the date and amount of prepayment and whether the such prepayment; provided that if such prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than on the last day of the Interest Period applicable theretoto such LIBOR Loan, the Borrower or relevant Subsidiary Borrower Borrowers shall also pay any amounts owing pursuant be subject to the payments required by Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that 2.13. If such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked given by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoingBorrowers, the revocation of a termination notice Borrowers shall not affect make such prepayment and the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein. If no Default or Event of Default has occurred and is continuing, together with (except in all prepayments under this Section 2.06(b) which are applied to reduce the case principal amount of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be applied to the Loans as directed by the Borrowers. If the Borrowers fail to direct the application of any such prepayments, then such principal prepayments shall be applied first to the accrued but unpaid interest on and then any principal of the Swing Line Loans until paid in full, second to the accrued but unpaid interest on and then any principal of the Revolving Loans until paid in full, and finally to Cash Collateralize the Obligations in an aggregate amount equal to the Effective Amount of the L/C Obligations. In each case, to the extent possible, such principal amount payment shall be first applied to prepay Base Rate Loans and then if any funds remain, to prepay LIBOR Loans; provided that if an Event of $1,000,000 Default has occurred and is continuing at the time any such prepayment is made, the Lenders shall apply such prepayments to such Obligations as the Administrative Agent may determine in its discretion which determination shall be effective as to all Lenders (but for regulatory purposes, the Lenders may apply such payments internally as they shall determine). (ii) At their option, the Borrowers may, upon notice by the Borrowers to the Swing Line Lender (with a copy to the Administrative Agent), at any time or a from time to time, voluntarily prepay Swing Line Loans in whole multiple thereof. Partial prepayments 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 Swingline Loans the prepayment, and (B) any such prepayment shall be in an aggregate a minimum principal amount of $100,000 or a whole an integral multiple of $25,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Term Loans, in whole or in part, without premium or penaltypenalty (other than as set forth in Section 3.2(g) below), upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon2:00 p.m., New York City time, three (3) Business Days prior thereto, in the case of Eurocurrency LIBOR Rate Loans, and no later than 12:00 Noon2:00 p.m., New York City time, on the day of such prepaymentone (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and prepayment, whether the prepayment is of Eurocurrency LIBOR Rate Loans or ABR Loans and the manner in which such prepayment is to be applied to the Term Loans; provided, that if a Eurocurrency LIBOR Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.203.11; provided, provided further, that such notice to prepay the Loans delivered by the Borrower may state that such provide revocable notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may (pursuant to customary arrangements to be revoked reasonably approved by the Borrower (by further notice Administrative Agent) of such prepayment if the source of the repayment is intended to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of be a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofrefinancing facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving LIBOR Rate Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline ABR Loans shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Notwithstanding the foregoing, a notice of prepayment delivered by the Borrower in accordance with this Section 3.1 may expressly state that such notice is conditioned upon the effectiveness of new credit facilities or a whole multiple thereofother sources of refinancing and which effectiveness will result in the immediate payment in full in cash of all Obligations, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the time on which the Term Loans would have been repaid in accordance with such notice of prepayment) if such condition is not satisfied or not reasonably likely to be satisfied and the Borrower shall pay any amounts due under Section 3.9, if any, in connection with any such revocation.

Optional Prepayments. The Borrower shall have the right to optionally prepay the outstanding principal amount of the Loans in whole (but not in part) (the “Called Principal”) on any date that is a Business Day (a “Redemption Date”) for an amount equal to an amount calculated as follows (the “Redemption Price”) plus any accrued but unpaid interest (including any interest in respect of PIK Loans) and any relevant Subsidiary Borrower may at any time fees which are due and from time to time prepay owing: (i) If the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent Redemption Date occurs on or prior to the specified effective dateeighth Payment Date following the Closing Date, an amount equal to the greater of (A) if such condition is not satisfied. Notwithstanding the foregoingFirst Call Premium and (B) the Discounted Value of the Called Principal; (ii) If the Redemption Date occurs: (A) on or after the ninth Payment Date following the Closing Date, and before the revocation thirteenth Payment Date following the Closing Date, an amount equal to the First Call Premium; (B) on or after the thirteenth Payment Date following the Closing Date, and before the seventeenth Payment Date following the Closing Date, an amount equal to 103.25% of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate outstanding principal amount of $1,000,000 the Loans (including PIK Loans); and (C) on or a whole multiple thereof. Partial prepayments after the seventeenth Payment Date following the Closing Date, an amount equal to 100.00% of Swingline Loans shall be in an the aggregate outstanding principal amount of $100,000 the Loans (including PIK Loans). In the event that any Lender fails to honor fully its Commitment to make a Loan for any reason (excepting bases for not honoring Commitments that are expressing provided for in this Agreement) and the other Lenders do not cover the shortfall within five (5) Business Days after its occurrence, then Borrower may exercise its right to optionally prepay and if it is exercised within sixty (60) days after such Lender’s failure to honor, Borrower shall only be required to prepay 100.00% of the aggregate outstanding principal amount of the Loans (including PIK Loans), plus any accrued but unpaid interest (including any interest in respect of PIK Loans) and any fees which are due and owing, as though such prepayment were covered by Section 3.03(a)(ii)(C). On or prior to the Redemption Date, the Lenders may notify Borrower of a whole multiple thereofreduction in the amounts due under Section 3.03(a) hereof with respect to any portion of the Loans held by any entity licensed by the SBA as an SBIC.

Optional Prepayments. The Borrower Company and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans (other than the Brazilian Loans), in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon(x) with respect to Domestic Loans and Domestic Competitive Loans, 1:00 P.M., New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon1:00 P.M., New York City time, on the day of such prepayment, in the case of ABR Loans, and (y) with respect to L/C Tranche Loans, Multicurrency Loans and Multicurrency Competitive Loans, 11 A.M., London time, three Business Days prior thereto, in each case which notice shall specify the applicable Facility, the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that (a) if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower Company or the relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.202.22 and (b) unless otherwise agreed to between the Company and the relevant Subsidiary Borrower, on the one hand, and the applicable Lender, on the other hand, no Competitive Loan may be prepaid without the consent of the Lender thereof except for any prepayment in connection with a Change of Control or in order to cure an Event of Default; provided, further, that such notice to prepay the Loans delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in of Control, in either case, which such notice may be revoked by the Borrower Company (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination prepayment notice shall not affect the Company’s or any relevant Subsidiary Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 2.22 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is givengiven (and not revoked as provided herein), the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans (other than Brazilian Loans) shall be in an aggregate principal amount integral multiple of 1 million units of the Currency of such Loan and no less than the Dollar Equivalent of $1,000,000 25 million. Any Brazilian Subsidiary Borrower may at any time and from time to time prepay the Brazilian Loans, in whole or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 part, without premium or a whole multiple thereofpenalty, upon irrevocable notice delivered to the Brazilian Administrative Agent pursuant to, and in accordance with the terms of, each Brazilian Bank Certificate.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice penalty (except as otherwise provided below) herein, including Section 2.3(e)), upon irrevocable notice delivered to the Administrative Agent Agent, no later than 12:00 Noonnoon, New York City time, at least three Business Days prior thereto, thereto in the case of Eurocurrency Loans, Eurodollar Loans and no later than 12:00 Noon, New York City time, on the day of such prepayment, at least one Business Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Revolving Credit Loans or ABR Term Loans and whether of Eurodollar Loans or Base Rate Loans; provided that such notice of prepayment may state that such notice is conditioned upon the effectiveness of other financing, any public offering or any merger, acquisition or divestiture, in which case such notice may be revoked by notice to the Administrative Agent on or prior to the specified effective date if such condition is not satisfied (it being understood and agreed that the foregoing shall not impair or otherwise limit or reduce the Borrower’s obligation to indemnify and hold harmless Lenders pursuant to Section 2.19(b) in connection with any such default in making any prepayment as specified in a notice of borrowing that is later revoked); provided, further, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.19. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving prepayments of Base Rate Loans that are ABR Loans and Swingline Revolving Credit Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial Voluntary prepayments of Swingline Term Loans shall be applied in an aggregate direct order of maturity against the remaining scheduled installments of principal amount due, pro rata, in respect of $100,000 the Tranche A Term Loans, the Tranche B Term Loans, any Other Term Loans and any applicable Extended Term Loans (except to the extent that any Loan Modification Offer for any Extended Term Loans provides that such Extended Term Loans shall participate on a lesser basis or a whole multiple thereofnot at all) under Sections 2.3(a), 2.3(b), 2.3(c) and under the applicable Loan Modification Offer, respectively.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Loans and Swingline Loans, in whole or in part, without premium or penalty, upon with irrevocable prior written notice (except as otherwise provided below) delivered to the Administrative Agent no substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 12:00 Noon, New York City time, 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and each Swingline Loan and (ii) at least three (3) Business Days prior theretobefore each LIBOR Rate Loan, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify specifying the date and amount of prepayment and whether the prepayment is of Eurocurrency LIBOR Rate Loans, Base Rate Loans, Swingline Loans or ABR Loans; provideda combination thereof, that and, if of a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretocombination thereof, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant amount allocable to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofeach. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereofRevolving Lender. 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 set forth in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaidnotice. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline $500,000 in excess thereof with respect to Revolving Loans shall be in an aggregate principal amount of and $100,000 or a whole multiple thereofof $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding the foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all of the Credit Facility with the proceeds of such refinancing or of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence and may be revoked by the Borrower in the event such refinancing is not consummated (provided that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 5.9).

Optional Prepayments. (i) The Borrower and any relevant Subsidiary Borrower may may, upon written notice (electronic delivery permitted) to the Administrative Agent, at any time and from time to time time, voluntarily prepay the Loans, any Borrowing of any Class in whole or in part, part without premium or penalty, upon irrevocable notice penalty (except as otherwise set forth in Section 3.5)), provided belowthat (A) delivered to such notice must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 1:00 p.m. (1) three (3) Government Securities Business Days prior theretoto any date of prepayment of a SOFR Borrowing and (2) one (1) Business Day prior to the date of prepayment of an ABR Borrowing (or, in each case, such shorter period as the case Administrative Agent may agree) and (B) each prepayment shall be in a principal amount of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day Borrowing Minimum or a whole multiple of such prepaymentthe Borrowing Multiple in excess thereof or, in each case, the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Class(es) and Type(s) of Eurocurrency Loans or ABR Loans; providedto be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, that if a Eurocurrency Loan is prepaid on any day other than the last day and of the Interest Period applicable theretoamount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that make such prepayment and the payment amount specified in such notice to prepay shall be due and payable on the Loans delivered by the Borrower date specified therein, provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Controltransactions, in either case, which case such notice may be revoked by the Borrower (by further written notice (electronic delivery permitted) to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect satisfied subject to the Borrower’s obligation to indemnify the Lenders pursuant to Section 3.5. (ii) The Borrower may, upon written notice to the Swingline Lender (with a copy to the Administrative Agent), at any Lender time or from time to time, voluntarily prepay Swingline Loans in accordance with Section 2.20 for any loss whole or expense sustained in part without premium or incurred as a consequence thereof. Upon receipt of any penalty; provided that (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment (or such later date as the Swingline Lender may agree) and (B) any such prepayment shall promptly notify each relevant Lender thereofbe in a principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof or the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If any such notice is givengiven 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, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Credit Loans and Swingline Loans, in whole or in part, without premium or penalty, upon with irrevocable prior written notice (except as otherwise provided below) delivered to the Administrative Agent no substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 12:00 Noonnoon (i) at least one (1) Business Day before each Base Rate Loan (other than a Swingline Loan), New York City time, (ii) at least three (3) Business Days prior theretobefore each LIBOR Rate Loan, and (iii) on the same Business Day as each Swingline Loan, in the each case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify specifying the date and amount of prepayment and whether the prepayment is of Eurocurrency LIBOR Rate Loans, Base Rate Loans, Swingline Loans or ABR Loans; provideda combination thereof, that and, if of a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretocombination thereof, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant amount allocable to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofeach. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereofRevolving Credit Lender. 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 set forth in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaidnotice. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 in excess thereof with respect to Base Rate Loans (other than Swingline Loans) and $500,000 or a whole multiple thereofof $100,000 in excess thereof with respect to LIBOR Rate Loans, but no minimum amount will apply with respect to partial prepayments of Swingline Loans. A Notice of Prepayment received after noon shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding the foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all of the Credit Facility with the proceeds of such refinancing or of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence and may be revoked by the Borrower in the event such refinancing is not consummated (provided that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 5.9).

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the LoansLoans made to it, in whole or in part, without premium or penalty, upon irrevocable notice (except in the case of Daylight Overdraft Loans) in the form attached hereto as otherwise provided belowAnnex V (the "Notice of Prepayment") delivered to the Administrative Agent no later than 12:00 Noon, at least three Business Days prior to 12:30 p.m. (New York City time), three Business Days prior thereto, on the proposed prepayment date in the case of Eurocurrency Loans, Eurodollar Loans and no later than 12:00 Noon, New York City time, on the day of such prepayment, at least one Business Day prior thereto in the case of ABR Base Rate Loans and Cost of Funds Loans, which notice shall specify (x) the date and amount of prepayment prepayment, (y) which Revolving Credit Loans or Swing Line Loans shall be prepaid and (z) whether the prepayment is of Eurocurrency Base Rate Loans, Cost of Funds Loans, Eurodollar Loans or ABR Loansa combination thereof, and, if of a combination thereof, the amount allocable to each; providedprovided that, that if a Eurocurrency Eurodollar Loan or Cost of Funds Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, or the Borrower or relevant Subsidiary revokes any notice of prepayment previously delivered pursuant to this Section 4.6, the Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof4.15. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender (or in the case of prepayment of a Swing Line Loan, the Swing Line Lender) thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest any amounts payable pursuant to such date on the amount prepaidSection 4.15. Partial prepayments of Term Loans and Revolving Loans pursuant to this Section 4.6 shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments If the Borrower shall make any payment of Swingline a Swing Line Loan after 11:00 a.m. (New York City time) on the fifth Business Day following the making of such Swing Line Loan and the Swing Line Lender shall have requested from the Lenders, Revolving Credit Loans in accordance with Section 2.5(a) on account of such Swing Line Loan, the Administrative Agent shall be apply such prepayment in an aggregate principal the following order: first to any other Swing Line Loans of the Borrower outstanding at such time and second, to any outstanding Revolving Credit Loans that are Base Rate Loans of the Borrower (other than any Base Rate Loans made on the same day such prepayment is made) in chronological order by Obligation Date. If the amount of $100,000 or a whole multiple thereofsuch prepayment is greater than the outstanding amount of such Swing Line Loans and such Base Rate Loans at the time such prepayment is made (other than any Base Rate Loans made on the same day such prepayment is made), the Administrative Agent shall promptly remit the excess to the Borrower.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the LoansLoans under any Facility, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon2:00 p.m., New York City time, three (3) Business Days prior thereto, in the case of Eurocurrency SOFR Loans, and no later than 12:00 Noon2:00 p.m., New York City time, on the day of such prepaymentone (1) Business Day prior thereto, in the case of ABR Alternative Base Rate Loans, which notice shall specify the date and amount of prepayment prepayment, the applicable Facility and whether the prepayment is of Eurocurrency SOFR Loans or ABR Alternative Base Rate Loans and if such payment is to be applied to prepay Delayed Draw Term Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurocurrency SOFR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.204.11; provided, further, that such notice to prepay may be contingent on the Loans delivered by occurrence of a refinancing or the Borrower may state that such notice is conditioned upon the effectiveness consummation of a sale, transfer, lease or other credit facilities or a Change in Control, in either case, which such notice Disposition of assets and may be revoked by or the Borrower (by further notice to termination date deferred if the Administrative Agent on refinancing or prior to the specified effective date) if such condition is sale, transfer, lease or other Disposition of assets does not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofoccur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Alternative Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving SOFR Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Alternative Base Rate Loans shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 or a whole multiple in excess thereof.

Optional Prepayments. The (a) Each Borrower and any relevant Subsidiary Borrower may may, upon delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time and from time to time prepay the Loans (other than Multicurrency Loans) outstanding to such Borrower, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise ; provided below) delivered to that such Notice of Loan Prepayment must be received by the Administrative Agent no not later than 12:00 Noon11:00 A.M., New York City time, three Business Days prior theretoto the date of prepayment, in the case of Eurocurrency LoansLoans denominated in Dollars, and no not later than 12:00 Noon11:00 A.M., New York City time, on one Business Day prior to the day date of such prepayment, in the case of ABR Loans, which notice . Each such Notice of Loan Prepayment shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans denominated in Dollars or ABR Loans; provided, that if a Eurocurrency Loan denominated in Dollars is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower Borrowers shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.26. Upon receipt of any such notice Notice of Loan Prepayment, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice Notice of Loan Prepayment is given, the amount specified in such notice Notice of Loan Prepayment shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Dollar Revolving Loans shall be in an aggregate principal amount of $1,000,000 3,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans or Euro Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. (b) Each Borrower may, upon delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time and from time to time prepay Multicurrency Loans outstanding to such Borrower, in whole or in part, without premium or penalty; provided that such Notice of Loan Prepayment must be received by the Administrative Agent not later than 3:00 P.M., London time, three Business Days before the date of prepayment (or four Business Days in the case of prepayment of Loans denominated in a Yen)) specifying the date and amount of prepayment. Upon receipt of any Notice of Loan Prepayment, the Administrative Agent shall promptly notify each Multicurrency Lender thereof. If any such Notice of Loan Prepayment is given, the amount specified in such Notice of Loan Prepayment shall be due and payable on the date specified therein, together with any amounts payable pursuant to Section 2.26 and accrued interest to such date on the amount prepaid. Partial prepayments of Multicurrency Loans shall be in a minimum principal amount of (w) £1,000,000 or a whole multiple of £100,000 in excess thereof, in the case of Multicurrency Loans denominated in Sterling, (x) €1,000,000 or a whole multiple or €100,000 in excess thereof, in the case of Multicurrency Loans denominated in Euros, (y) C$1,000,000 or a whole multiple or C$100,000 in excess thereof, in the case of Multicurrency Loans denominated in Canadian Dollars, and (z) Y100,000,000 or a whole multiple or Y10,000,000 in excess thereof, in the case of Multicurrency Loans denominated in Yen.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time voluntarily prepay the Revolving Credit Loans and Swingline Loans, in whole or in part, without premium or penalty, upon with irrevocable prior written notice (except as otherwise provided below) delivered to the Administrative Agent no substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 12:00 Noon, New York City time, 11:00 a.m. (i) on the same Business Day of prepayment of each Base Rate Loan and each Swingline Loan and (ii) at least three (3) Business Days prior theretobefore prepayment of any LIBOR Rate Loan, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify specifying the date and amount of prepayment and whether the prepayment is of Eurocurrency LIBOR Rate Loans, Base Rate Loans, Swingline Loans or ABR Loans; provideda combination thereof, that and, if of a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretocombination thereof, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant amount allocable to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofeach. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereofRevolving Credit Lender. 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 set forth in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaidnotice. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 3,000,000 or a whole multiple thereof. Partial prepayments of $1,000,000 in excess thereof with respect to Base Rate Loans (other than Swingline Loans), $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans shall be in an aggregate principal amount of and $100,000 or a whole multiple thereofof $100,000 in excess thereof with respect to Swingline Loans, and shall be applied on a pro rata basis to the outstanding amount of the Revolving Credit Loans and/or Swingline Loans included in such prepayment. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding the foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all of the Revolving Credit Facility, the Swingline Facility and the L/C Facility with the proceeds of such refinancing or of any incurrence of Indebtedness or issuance of equity, may be, if expressly so stated to be, contingent upon the consummation of such refinancing, incurrence or issuance and may be revoked by the Borrower in the event such refinancing, incurrence or issuance is not consummated (provided that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 5.9).

Optional Prepayments. The Borrower Company and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans (other than the Brazilian Loans), in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon(x) with respect to Domestic Loans and Domestic Competitive Loans, 1:00 P.M., New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon1:00 P.M., New York City time, on the day of such prepayment, in the case of ABR Loans, and (y) with respect to Multicurrency Loans and Multicurrency Competitive Loans, 11 A.M., London time, three Business Days prior thereto, in each case which notice shall specify the applicable Facility, the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that (a) if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower Company or the relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.202.23 and (b) unless otherwise agreed to between the Company and the relevant Subsidiary Borrower, on the one hand, and the applicable Lender, on the other hand, no Competitive Loan may be prepaid without the consent of the Lender thereof except for any prepayment in connection with a Change of Control or in order to cure an Event of Default; provided, further, that such notice to prepay the Loans delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in of Control, in either case, which such notice may be revoked by the Borrower Company (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination prepayment notice shall not affect the Company’s or any relevant Subsidiary Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 2.23 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is givengiven (and not revoked as provided herein), the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans (other than Brazilian Loans) shall be in an aggregate principal amount integral multiple of 1 million units of the Currency of such Loan and no less than the Dollar Equivalent of $1,000,000 25 million. Any Brazilian Subsidiary Borrower may at any time and from time to time prepay the Brazilian Loans, in whole or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 part, without premium or a whole multiple thereofpenalty, upon irrevocable notice delivered to the Brazilian Administrative Agent pursuant to, and in accordance with the terms of, each Brazilian Bank Certificate.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon11:00 a.m., New York City time, three (3) Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon11:00 a.m., New York City time, on the day of such prepaymentone (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Loans; provided, provided that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable 41 Sunshine (Northeast) – Credit Agreement thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay 2.18 on the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness date of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofprepayment. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued and unpaid interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be $100,000 in excess thereof (or, in the event of a prepayment in full of the Term Facility or Revolving Facility, an aggregate amount equal to the outstanding principal amount of $100,000 such Loans being prepaid). In making any prepayment pursuant to this Section 2.8(a), the Borrower may elect to make such prepayment either in respect of the Term Facility or the Revolving Facility and that such prepayment shall otherwise be applied in accordance with Section 2.15(b) and shall be applied, first, to ABR Loans and, second, to Eurodollar Loans. (b) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.8(a) if such prepayment would have resulted from a sale of all or substantially all of the Borrower’s assets or the Capital Stock of the Borrower or a whole multiple thereofrefinancing of all or a part of the Term Facility or Revolving Facility, which sale or refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower Borrowers may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice penalty (except as otherwise provided belowherein), (x) upon irrevocable notice delivered to the Administrative Agent no (i)no later than 12:00 Noon, New York City time, three Business Days prior thereto, thereto in the case of Eurocurrency Loans, Eurodollar Loans and (ii) no later than 12:00 Noon, New York City time, on the day of such prepayment, one Business Day prior thereto in the case of ABR Base Rate Loans that are Term Loans, which notice shall specify the date and amount of prepayment and such prepayment, whether the such prepayment is of Eurocurrency Term Loans or ABR Revolving Credit Loans, and whether such prepayment is of Eurodollar Loans or Base Rate Loans, and (y) at any time on any Business Day with no prior notice, in the case of Revolving Credit Loans that are Base Rate Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; 2.19, provided, further, that such a notice to prepay the Loans delivered by the Borrower of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities facilities, incurrence of other Indebtedness or consummation of another transaction (such as a Change in of Control), in either case, which case such notice may be revoked by the Borrower Company (by further written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (unless such notice is revoked as contemplated above), together with (except in the case of Revolving Credit Loans that are ABR Loans and Swingline Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Partial prepayments . (b) Each prepayment of Swingline Term Loans pursuant to this Section 2.09 shall be applied first, pro rata to the installments of Term Loans which are scheduled to mature in an aggregate the 24-month period immediately following such prepayment and second, to remaining installments of Term Loans pro rata according to the outstanding principal amount of $100,000 or a whole multiple amounts thereof.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower Borrowers may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon2:00 P.M., New York City time, three Business Days prior theretoto the prepayment date, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon, New York City time, on the day of such prepaymentprepayment date, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Loans; provided, provided that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower Borrowers shall also pay any amounts owing pursuant to Section 2.202.15; and provided, further, that if such notice to prepay the Loans delivered by the Borrower may state of prepayment indicates that such notice prepayment is conditioned upon to be funded with the effectiveness proceeds of other credit facilities or a Change in ControlRefinancing of the Term Facility, in either case, which such notice of prepayment may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition Refinancing is not satisfied. Notwithstanding consummated and any Eurodollar Loan that was the foregoing, the revocation subject of a termination such notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred be continued as a consequence thereofan ABR Loan. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Partial prepayments . (b) Each optional prepayment of Swingline Loans any Loan pursuant to Section 2.5(a) shall be made without premium or penalty except that if any Repricing Transaction occurs prior to the date occurring 12 months after the Closing Date, the Borrowers jointly and severally agree to pay to the Administrative Agent, for the ratable account of each Lender with Initial Term Loans that are subject to such Repricing Transaction (including any Lender which is replaced pursuant to Section 2.17 as a result of its refusal to consent to an amendment giving rise to such Repricing Transaction), a prepayment premium in an amount equal to 1.00% of the aggregate principal amount of $100,000 or a whole multiple thereofthe Initial Term Loans subject to such Repricing Transaction.

Optional Prepayments. The Any Borrower and any relevant Subsidiary may, upon delivery of a Notice of Loan Prepayment from such Borrower may to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Loans in whole or in part, part without premium or penalty; provided, upon irrevocable notice in each case, that (except as otherwise provided belowx) delivered to such Notice of Loan Prepayment must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, (A) 1:00 p.m. three Business Days prior theretoto any date of prepayment of Alternative Currency, in the case (B) 1:00 p.m. three Business Days prior to any date of Eurocurrency prepayment of Term SOFR Loans, and no later than 12:00 Noon, New York City time, (C) 1:00 p.m. on the day date of such prepaymentprepayment of Base Rate Loans or SOFR Daily Floating Rate Loans; (y) any prepayment of Alternative Currency Loans, Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (z) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case entire principal amount thereof then outstanding. Each such Notice of ABR Loans, which notice Loan Prepayment shall specify the date and amount of prepayment such prepayment, the Loans to be prepaid, the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans and whether the such prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid conditioned on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the event. The Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall will promptly notify each relevant applicable Lender thereofof its receipt of each Notice of Loan Prepayment, and of the amount of such Lender’s Applicable Percentage of such prepayment. If any such notice Notice of Loan Prepayment is givengiven by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case . Any prepayment of Revolving Loans that are ABR Loans and Swingline Loans) an Alternative Currency Term Rate Loan or Term SOFR Loan shall be accompanied by all accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Partial prepayments of Term Loans and Revolving Loans Subject to Section 2.15, each such prepayment shall be applied to the Loans of the applicable Lenders in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereofaccordance with their respective Applicable Percentages.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time shall have the right to time optionally prepay the Loans, in whole or in part, without premium part the outstanding principal amount of the Loans in whole or penalty, upon irrevocable notice in part on any Payment Date (except as otherwise provided belowa “Redemption Date”) delivered for an amount equal to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify the date and aggregate principal amount of prepayment the Loans being prepaid plus the Prepayment Premium plus any accrued but unpaid interest and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretofees which are due and owing (such aggregate amount, the Borrower or relevant Subsidiary Borrower “Redemption Price”). The applicable “Prepayment Premium” shall also pay any amounts owing be an amount calculated pursuant to Section 2.20; provided, further, that such notice to prepay 3.03(a)(i). (i) If the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower Redemption Date occurs: (by further notice to the Administrative Agent A) on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoingfourth Payment Date, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice Prepayment Premium shall be due and payable on an amount equal to 5.00% of the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate outstanding principal amount of $1,000,000 the Loans being prepaid on such Redemption Date (prior to giving effect to such redemption); (B) after the fourth Payment Date, and on or a whole multiple thereof. Partial prepayments of Swingline Loans prior to the eighth Payment Date, the Prepayment Premium shall be in an amount equal to 4.00% of the aggregate outstanding principal amount of $100,000 the Loans being prepaid on such Redemption Date (prior to giving effect to such redemption); (C) after the eighth Payment Date, and on or prior to the twelfth Payment Date, the Prepayment Premium shall be an amount equal to 3.00% of the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date (prior to giving effect to such redemption); (D) after the twelfth Payment Date, the Prepayment Premium shall be an amount equal to 0.00% of the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date (prior to giving effect to such redemption). (ii) To determine the aggregate outstanding principal amount of the Loans, and how many Payment Dates have occurred, as of any Redemption Date for purposes of Section 3.03(a), the Redemption Price shall be calculated, whether there has been one or two Borrowings, based on (A) the outstanding principal amount of the Loans (whether from the first Borrowing or the second Borrowing or both) being prepaid on such Redemption Date, and (B) the number of Payment Dates that shall have occurred following the First Borrowing Date. (iii) On or prior to any Redemption Date, the Lenders may notify Borrower of a whole multiple thereofreduction in the amounts due under Section 3.03(a)(i) with respect to any portion of the Loans held by any entity licensed by the SBA as an SBIC.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, in each case, without premium or penalty, subject to the requirements of Section 2.5(b), upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon, New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.202.14; and provided, further, that if such notice to prepay the Loans delivered by the Borrower may state of prepayment indicates that such notice prepayment is conditioned upon to be funded with the effectiveness proceeds of other credit facilities or a Change in ControlRefinancing of the Facilities, in either case, which such notice of prepayment may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition Refinancing is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofconsummated. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Prepayments shall be accompanied by Prepayment Fees required by Section 2.5(b), if any, and accrued interest. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments . (b) If the Borrower (x) prepays, refinances, substitutes or replaces any Term Loans in connection with a Repricing Transaction (including, for avoidance of Swingline Loans doubt, any prepayment made pursuant to Section 2.6(a) that constitutes a Repricing Transaction), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, then the Company shall be pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in an the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of $100,000 the Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a whole multiple thereoffee equal to 1.00% of the aggregate principal amount of the applicable Term Loans outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction (as applicable, the “Prepayment Fees”); provided that the Borrower shall only be subject to the requirements of this Section 2.5(b) until the day that is one year following the Closing Date.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable written notice (except as otherwise provided belowor telephonic notice confirmed promptly in writing) delivered to the Administrative Agent no later than prior to 12:00 Noon, New York City timeCharlotte, North Carolina time at least three Business Days prior thereto, thereto in the case of Eurocurrency Loans, Eurodollar Loans and no later than 12:00 Noon, New York City time, on the day of such prepayment, at least one Business Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Base Rate Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. Any optional prepayment of the Term Loans pursuant to this Section 2.10 made (i) on or prior to the first anniversary of the Closing Date shall be accompanied by a prepayment fee in the amount equal to 2% of the aggregate principal amount so prepaid and (ii) after the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing Date shall be accompanied by a prepayment fee in the amount equal to 1% of the aggregate principal amount so prepaid.

Optional Prepayments. (i) The Borrower and any relevant Subsidiary Borrower may may, upon notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Term Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice (except as otherwise provided below) delivered to must be received by the Administrative Agent no not later than 12:00 Noonnoon, New York City time, three five (5) Business Days prior theretoto any date of prepayment of Term Loans; and (B) any prepayment of Term Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof, in or, if less, the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of entire principal amount thereof then outstanding. Each such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of such prepayment and whether the prepayment is Interest Period(s) of Eurocurrency Loans or ABR such Loans; provided. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, that if a Eurocurrency Loan is prepaid on any day other than the last day and of the Interest Period applicable theretoamount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of such prepayment). If such notice is given by the Borrower, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that make such notice to prepay prepayment and the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case . Any prepayment of Revolving Loans that are ABR Loans and Swingline Loans) a Term Loan shall be accompanied by all accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Partial prepayments Each prepayment of Term the Loans pursuant to this Section 2.05(a) shall be applied to the Loans and Revolving Loans installments thereof as directed by the Borrower and shall be paid to the Lenders in an aggregate principal amount accordance with their respective Pro Rata Shares. At the Borrower’s election in connection with any prepayment pursuant to this Section 2.05, such prepayment shall not be applied to any Term Loan of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans Defaulting Lender and shall be allocated ratably among the relevant non-Defaulting Lenders. (ii) Notwithstanding anything to the contrary contained in an aggregate principal amount this Agreement, a notice of $100,000 optional prepayment may state that such notice is conditional upon the effectiveness of other credit facilities or a whole multiple the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice of prepayment 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. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may Issuer shall have the right at any time and from time to time to prepay the LoansNotes, in whole or in part, together with the Prepayment Premium pursuant to Section 2.9 (if any), but otherwise without premium or penalty, upon irrevocable by giving written notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, 11:00 a.m. (New York City time, ) three (3) Business Days prior thereto, in to the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day date of such prepayment, prepayment (or such later time as may be agreed by the Administrative Agent in the case of ABR Loans, which its sole discretion). Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of prepayment Notes or portion thereof to be prepaid and whether the prepayment is of Eurocurrency Loans or ABR LoansPrepayment Premium (if any) applicable thereto; provided, provided that if any such notice in connection with a Eurocurrency Loan is prepaid on any day other than the last day repayment of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower Notes may state that such notice is be conditioned upon the effectiveness occurrence of other credit facilities another financing or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereoftransaction. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereofaffected Noteholder of the contents thereof and of such Noteholder’s Pro Rata Share of any such prepayment. If any such notice is given, the aggregate principal amount specified in such notice shall be due and payable on the date specified thereindesignated in such notice (subject to the occurrence of any condition described above), together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the principal amount so prepaid in accordance with Section 2.8(d) and the Prepayment Premium (if applicable) on the principal amount so prepaid; provided that if a Eurodollar Note is prepaid on a date other than the last day of an Interest Period applicable thereto, the Issuer shall also pay all amounts required pursuant to Section 2.15. Partial prepayments of Term Loans and Revolving Loans Each prepayment pursuant to this Section 2.6 shall be in an aggregate principal applied first, to the Prepayment Premium due on the amount of $1,000,000 or a whole multiple the prepayment required by Section 2.9; second, to accrued interest due on the amount of the prepayment and third, to the principal thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereofFOR THE AVOIDANCE OF DOUBT, ANY VOLUNTARY PAYMENT OR PREPAYMENT, INCLUDING, BUT NOT LIMITED TO PURSUANT TO THIS SECTION 2.6, SHALL BE MADE TOGETHER WITH THE PREPAYMENT PREMIUM PURSUANT TO SECTION 2.9 (IF REQUIRED UNDER SUCH SECTION).

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice penalty (except as otherwise provided belowin clause (b) below or otherwise herein), upon irrevocable notice delivered to the Administrative Agent no later than 12:00 Noon11:00 A.M., New York City time, three Business Days prior thereto, thereto in the case of Eurocurrency Loans, Eurodollar Loans and no later than 12:00 Noon11:00 A.M., New York City time, on the day of such prepayment, one Business Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and such prepayment, whether the such prepayment is of Eurocurrency Term Loans or ABR Revolving Credit Loans, and whether such prepayment is of Eurodollar Loans or Base Rate Loans; provided, that (i) if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such 2.21 and (ii) no prior notice is conditioned upon required for the effectiveness prepayment of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofSwing Line Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are ABR Base Rate Loans and Swingline Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereofof $500,000 in excess thereof (or such lesser amount or integral to repay such Loan in full). Partial prepayments of Swingline Swing Line Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereofof $50,000 in excess thereof (or such lesser amount or integral to repay such Loan in full). (b) In the event that a Repricing Event is consummated in connection with all or any portion of the Term Loans prior to the first anniversary of the Restatement Effective Date, the Borrower shall pay to the Term Loan Lenders a fee equal to 1.00% of the aggregate principal amount of the Term Loans that are repaid (or, if less, the amount of Indebtedness that was incurred in connection with such Repricing Event), assigned, converted or amended in connection with such Repricing Event (notwithstanding the provisions regarding non-consenting Lenders set forth in the last paragraph of Section 10.1). (c) Notwithstanding anything in this Agreement (including but not limited to Sections 2.8 and 2.18 (which provisions shall not be applicable to this Section 2.11(c))) or in any other Loan Document to the contrary, so long as no Event of Default has occurred and is continuing, the Borrower may prepay the outstanding Term Loans or Extended Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon acquisition by the Borrower) on the following basis: (i) The Borrower shall have the right to make a voluntary prepayment of Term Loans or Extended Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Loan Prepayment”), in each case made in accordance with this Section 2.11(c).

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon11:00 A.M., New York City time, three Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon11:00 A.M., New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.18. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (provided that such notice may be conditioned on receiving the proceeds of any transaction), together with (except in the case of any prepayment of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial Optional prepayments of Swingline the Term Loans shall be applied to the remaining installments thereof as directed by the Borrower. (b) Notwithstanding anything to the contrary in an aggregate Sections 2.8(a) or 2.9(a), (i) any prepayment of the Term Loans effected on or prior to the date that is six months after the Closing Date with the proceeds of a Repricing Transaction described in clause (a) of the definition thereof shall be accompanied by a fee equal to 1.00% of the principal amount of $100,000 the Term Loans prepaid (unless such fee is waived by the applicable Lender) and (ii) if in connection with a Repricing Transaction described in clause (b) of the definition thereof on or prior to the date that is six months after the Closing Date, any Lender is replaced as a whole multiple thereofresult of its being a non-consenting Lender in respect of such Repricing Transaction pursuant to Section 2.21(c), such Lender shall be entitled to the fee provided under this Section 2.8(b) as to its Term Loans so assigned (unless such fee is waived by the applicable Lender). (c) Each prepayment of Loans pursuant to this Section 2.8 shall be applied ratably to the Loans specified by the Borrower, provided that at the Borrower’s election, such prepayment shall not be applied to any Loan of a Defaulting Lender.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may Borrowers may, upon notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (i) such notice (except as otherwise provided below) delivered must be in a form acceptable to the Administrative Agent no and be received by the Administrative Agent not later than 12:00 Noon, New York City time, 11:00 a.m. (A) three (3) Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of entire principal amount thereof then outstanding. Each such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Eurocurrency Revolving Credit Loans or ABR to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Revolving Credit Loans; provided. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, that if a Eurocurrency Loan is prepaid on any day other than the last day and of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that amount of such notice to prepay the Loans delivered by the Borrower may state that Lender’s Applicable Percentage of such prepayment. If such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked given by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoingBorrowers, the revocation of a termination notice Borrowers shall not affect make such prepayment and the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein; provided, together that if a Contingent Commitment Termination Notice is revoked by the Borrowers in accordance with Section 2.04, as result of the refinancing specified therein not having occurred, the Borrowers shall not be required to prepay the Revolving Credit Loans (except and the Revolving Credit Loans shall not become due and payable) on the payment date set forth in the case such revoked Contingent Commitment Termination Notice. Any prepayment of Revolving Loans that are ABR Loans and Swingline Loans) a Eurodollar Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Partial prepayments Subject to Section 2.13, each such prepayment shall be applied to the Revolving Credit Loans of Term the Lenders in accordance with their respective Applicable Percentages. The Borrowers 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 (i) such notice must be received by the Swing Line Lender and Revolving Loans the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in an aggregate a minimum principal amount of $1,000,000 or a whole multiple thereof100,000. Partial prepayments Each such notice shall specify the date and amount of Swingline Loans such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be in an aggregate principal amount of $100,000 or a whole multiple thereofdue and payable on the date specified therein.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower Borrowers may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice penalty (except as otherwise provided belowherein), (x) upon irrevocable notice delivered to the Administrative Agent (i) no later than 12:00 Noon, New York City time, three Business Days prior thereto, thereto in the case of Eurocurrency Loans, Eurodollar Loans and (ii) no later than 12:00 Noon, New York City time, on the day of such prepayment, one Business Day prior thereto in the case of ABR Loans, which notice shall specify the date and amount of prepayment and such prepayment, whether the such prepayment is of Eurocurrency Term Loans or Revolving Credit Loans, and whether such prepayment is of Eurodollar Loans or ABR Loans, and (y) at any time on any Business Day with no prior notice, in the case of Revolving Credit Loans that are ABR Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; 2.19, provided, further, that such a notice to prepay the Loans delivered by the Borrower of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities facilities, incurrence of other Indebtedness or consummation of another transaction (such as a Change in of Control), in either case, which case such notice may be revoked by the Borrower Company (by further written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (unless such notice is revoked as contemplated above), together with (except in the case of Revolving Credit Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Partial prepayments . (b) Each prepayment of Swingline Term Loans pursuant to this Section 2.09 shall be applied to the outstanding Term Loans as the Borrower may elect, and absent an election, shall be applied first, pro rata to the installments of Term Loans which are scheduled to mature in an aggregate the 24-month period immediately following such prepayment and second, to remaining installments of Term Loans pro rata according to the outstanding principal amount of $100,000 or a whole multiple amounts thereof.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower Borrowers may at any time and from time to time prepay the Loans, in whole or in part, in each case, without premium or penalty, upon irrevocable notice, substantially in the form of Exhibit E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), which notice (except as otherwise provided below) delivered to must be received by the Administrative Agent no later than 12:00 Noon, 1:00 p.m. (New York City time, ) three Business Days prior theretoto the prepayment date, in the case of Eurocurrency LoansLoans denominated in Dollars, Euros, Swiss Francs or Sterling or 1:00 p.m. (New York City time) four Business Days prior to the prepayment date, in the case of Eurocurrency Loans denominated in Yen or Australian Dollars, and no later than 12:00 Noon, 1:00 p.m. (New York City time, ) on the day of such prepaymentprepayment date, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, provided that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower Borrowers shall also pay any amounts owing pursuant to Section 2.202.21; provided, further, that if such notice to prepay the Loans delivered by the Borrower may state of prepayment indicates that such notice prepayment is to be funded with the proceeds of a Refinancing of the Facilities or is conditioned upon the effectiveness consummation of any other credit facilities transaction or a Change in Controlevent, in either case, which such notice of prepayment may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition Refinancing or other transaction or event is not satisfied. Notwithstanding consummated and any Eurocurrency Loan denominated in Dollars that was the foregoing, the revocation subject of a termination such notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred be continued as a consequence thereofan ABR Loan. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans, other than in connection with a repayment of all Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of (x) in the case of ABR Loans, $1,000,000 or a whole multiple of $500,000 in excess thereof, (y) in the case of Eurocurrency Loans denominated in Dollars, $1,000,000 or a whole multiple of $500,000 in excess thereof and (z) in the case of Eurocurrency Loans denominated in an Alternative Currency, the Dollar Amount of €1,000,000 or a whole multiple of the Dollar Amount of €500,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 1,000,000 or a whole multiple of $500,000 in excess thereof. (b) Notwithstanding anything herein to the contrary, in the event that, on or prior to the date that is six months after the Closing Date, any Borrower (x) makes any prepayment of Initial Term Loans with the proceeds of any Repricing Transaction described under clause (i) of the definition of Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction under clause (ii) of the definition of Repricing Transaction, the Borrowers shall on the date of such prepayment or amendment, as applicable, pay to each Lender (I) in the case of such clause (x), 1.00% of the principal amount of the Initial Term Loans so prepaid and (II) in the case of such clause (y), 1.00% of the aggregate amount of the Initial Term Loans affected by such Repricing Transaction and outstanding on the effective date of such amendment (a “Repricing Premium”).

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penaltypenalty (except as set forth in Section 4.1(d) below), upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon2:00 p.m., New York City time, three (3) Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon2:00 p.m., New York City time, on the day of such prepaymentone (1) Business Day prior thereto, in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.204.11; provided, further, that such notice to prepay may be contingent on the Loans delivered by occurrence of a refinancing or the Borrower may state that such notice is conditioned upon the effectiveness consummation of a sale, transfer, lease or other credit facilities or a Change in Control, in either case, which such notice Disposition of assets and may be revoked by or the Borrower (by further notice to termination date deferred if the Administrative Agent on refinancing or prior to the specified effective date) if such condition is sale, transfer, lease or other Disposition of assets does not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofoccur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Eurodollar Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple integral multiples of $50,000 in excess thereof. (b) Notwithstanding anything in any Loan Document to the contrary, so long as no Default or Event of Default has occurred and is continuing, the Borrower may also prepay the outstanding Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon acquisition by the Borrower) (or Holdings or any of its Subsidiaries (other than the Borrower) may purchase such outstanding Loans) on the following basis; provided that (i) Holdings, the Borrower or its Subsidiary, as the case may be, shall represent and warrant as of the date of any assignment to Holdings, the Borrower or any of their Subsidiaries that it does not have any material non-public information with respect to Holdings, the Borrower, their Subsidiaries and their respective securities for purposes of United States securities laws that has not been disclosed to the Lenders (other than Lenders that do not wish to receive material non-public information with respect to Holdings, the Borrower, any of their Subsidiaries or Affiliates) prior to such time, (ii) Holdings shall be in compliance with Section 8.1 on a pro forma basis, (iii) the Revolving Facility shall not be utilized to fund the assignment, and (iv) any offer to purchase or take by assignment any Loans by Holdings, the Borrower or their Subsidiaries shall have been made pursuant to the provisions of this Section 4.1(b): (i) Any Group Member shall have the right to make a voluntary prepayment of Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offer or Borrower Solicitation of Discounted Prepayment Offer (any such prepayment, the “Discounted Loan Prepayment”), in each case made in accordance with this Section 4.1(b); provided that no Group Member shall initiate any action under this Section 4.1(b) in order to make a Discounted Loan Prepayment unless (I) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted Loan Prepayment as a result of a prepayment made by a Group Member on the applicable Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall have passed since the date the Group Member was notified that no Lender was willing to accept any prepayment of any Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of any Group Member’s election not to accept any Solicited Discounted Prepayment Offers. (A) Subject to the proviso to subsection (i) above, any Group Member may from time to time offer to make a Discounted Loan Prepayment by providing the Auction Agent with five (5) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Group Member, to (x) each Lender and/or (y) each Lender with respect to any Classclass of Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $500,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York City time, on the third Business Day after the date of delivery of such notice to such Lenders (the “Specified Discount Prepayment Response Date”). (B) Each Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Loans at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the tranches of such Lender’s Loans to be prepaid at such offered discount. Each acceptance of a Discounted Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment. (C) If there is at least one Discount Prepayment Accepting Lender, the relevant Group Member will make a prepayment of outstanding Loans pursuant to this paragraph (C) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection (B) above; provided that, if the aggregate principal amount of Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with such Group Member and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the relevant Group Member of the respective Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Loan Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the tranches of Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, tranche and Type of Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Group Member and such Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Group Member shall be due and payable by such Group Member on the Discounted Prepayment Effective Date in accordance with subsection (vi) below (subject to subsection (c) below). (A) Subject to the proviso to subsection (i) above, any Group Member may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of such Group Member, to (x) each Lender and/or (y) each Lender with respect to any Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Loans (the “Discount Range Prepayment Amount”), the tranche or tranches of Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Loans with respect to each relevant tranche of Loans willing to be prepaid by such Group Member (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different tranches of Loans and, in such event, each such offer will be treated as separate offer pursuant to the terms of this Section), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $500,000 in excess thereof and (IV) each such solicitation by the relevant Group Member shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York City time, on the third Business Day after the date of delivery of such notice to such Lenders (the “Discount Range Prepayment Response Date”). Each Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Loans of the applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Lender’s Loans (the “Submitted Amount”) such Lender is willing to have prepaid at the Submitted Discount. Any Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Loan Prepayment of any of its Loans at any discount to their par value within the Discount Range. (B) The Auction Agent shall review all Discount Range Prepayment Offers which were received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with such Group Member and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Loans to be prepaid at such Applicable Discount in accordance with this subsection (iii). The relevant Group Member agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by the Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection (C)) at the Applicable Discount (each such Lender, a “Participating Lender”). (C) If there is at least one Participating Lender, the relevant Group Member will prepay the respective outstanding Loans of each Participating Lender in the aggregate principal amount and of the tranches specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the relevant Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Auction Agent (in consultation with such Group Member and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Discount Range Proration”). The Auction Agent shall promptly, and in any case within five (5) Business Days following the Discount Range Prepayment Response Date, notify (I) the relevant Group Member of the respective Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount of the Discounted Loan Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount and tranches of Loans to be prepaid at the Applicable Discount on such date, (III) each Participating Lender of the aggregate principal amount and tranches of such Lender to be prepaid at the Applicable Discount on such date, and (IV) if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the relevant Group Member and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Group Member shall be due and payable by such Group Member on the Discounted Prepayment Effective Date in accordance with subsection (vi) below (subject to subsection (c) below). (A) Subject to the proviso to subsection (i) above, any Group Member may from time to time solicit Solicited Discounted Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in the form of a Solicited Discounted Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of such Group Member, to (x) each Lender a

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Credit Loans and Swingline Loans, in whole or in part, without premium or penalty, upon with irrevocable prior written notice (except as otherwise provided below) delivered to the Administrative Agent no substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 12:00 Noon, New York City time, three p.m. (i) on the same Business Day as prepayment of each Base Rate Loan and each Swingline Loan and (ii) at least two (2) U.S. Government Securities Business Days prior theretobefore prepayment of each SOFR Loan, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify specifying the date and amount of prepayment and whether the prepayment is of Eurocurrency SOFR Loans, Base Rate Loans, Swingline Loans or ABR Loans; provideda combination thereof, that and, if of a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretocombination thereof, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant amount allocable to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofeach. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereofLender. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except set forth in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaidnotice. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple thereof. Partial prepayments of $1,000,000 in excess thereof with respect to Loans (other than Swingline Loans shall be in an aggregate principal amount of Loans) and $100,000 or a whole multiple thereofof $100,000 in excess thereof with respect to Swingline Loans (in each case, or such lesser amount as shall be outstanding). A Notice of Prepayment received after 12:00 p.m. shall be deemed received on the next Business Day or U.S. Government Securities Business Day, as applicable. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 10.4(d) hereof. Notwithstanding the foregoing, any Notice of Prepayment delivered in connection with any refinancing of all of the Credit Facility with the proceeds of such refinancing or of any incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower in the event such contingency is not met (provided that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 10.4(d)).

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penaltypenalty (except as set forth in Section 4.1(d) below), upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon2:00 p.m., New York City time, three (3) Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon2:00 p.m., New York City time, on the day of such prepaymentone (1) Business Day prior thereto, in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.204.11; provided, further, that such notice to prepay may be contingent on the Loans delivered by occurrence of a refinancing or the Borrower may state that such notice is conditioned upon the effectiveness consummation of a sale, transfer, lease or other credit facilities or a Change in Control, in either case, which such notice Disposition of assets and may be revoked by or the Borrower (by further notice to termination date deferred if the Administrative Agent on refinancing or prior to the specified effective date) if such condition is sale, transfer, lease or other Disposition of assets does not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofoccur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Eurodollar Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple integral multiples of $50,000 in excess thereof. (b) Notwithstanding anything in any Loan Document to the contrary, so long as no Default or Event of Default has occurred and is continuing, the Borrower may also prepay the outstanding Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon acquisition by the Borrower) (or Holdings or any of its Subsidiaries (other than the Borrower) may purchase such outstanding Loans) on the following basis; provided that (i) Holdings, the Borrower or its Subsidiary, as the case may be, shall represent and warrant as of the date of any assignment to Holdings, the Borrower or any of their Subsidiaries that it does not have any material non-public information with respect to Holdings, the Borrower, their Subsidiaries and their respective securities for purposes of United States securities laws that has not been disclosed to the Lenders (other than Lenders that do not wish to receive material non-public information with respect to Holdings, the Borrower, any of their Subsidiaries or Affiliates) prior to such time, (ii) Holdings shall be in compliance with Section 8.1 on a pro forma basis, (iii) the Revolving Facility shall not be utilized to fund the assignment, and (iv) any offer to purchase or take by assignment any Loans by Holdings, the Borrower or their Subsidiaries shall have been made pursuant to the provisions of this Section 4.1(b): (i) Any Group Member shall have the right to make a voluntary prepayment of Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offer or Borrower Solicitation of Discounted Prepayment Offer (any such prepayment, the “Discounted Loan Prepayment”), in each case made in accordance with this Section 4.1(b); provided that no Group Member shall initiate any action under this Section 4.1(b) in order to make a Discounted Loan Prepayment unless (I) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted Loan Prepayment as a result of a prepayment made by a Group Member on the applicable Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall have passed since the date the Group Member was notified that no Lender was willing to accept any prepayment of any Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of any Group Member’s election not to accept any Solicited Discounted Prepayment Offers. (A) Subject to the proviso to subsection (i) above, any Group Member may from time to time offer to make a Discounted Loan Prepayment by providing the Auction Agent with five (5) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Group Member, to (x) each Lender and/or (y) each Lender with respect to any Class of Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $500,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York City time, on the third Business Day after the date of delivery of such notice to such Lenders (the “Specified Discount Prepayment Response Date”). (B) Each Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Loans at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the tranches of such Lender’s Loans to be prepaid at such offered discount. Each acceptance of a Discounted Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment. (C) If there is at least one Discount Prepayment Accepting Lender, the relevant Group Member will make a prepayment of outstanding Loans pursuant to this paragraph (C) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection (B) above; provided that, if the aggregate principal amount of Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with such Group Member and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the relevant Group Member of the respective Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Loan Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the tranches of Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, tranche and Type of Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Group Member and such Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Group Member shall be due and payable by such Group Member on the Discounted Prepayment Effective Date in accordance with subsection (vi) below (subject to subsection (c) below). (A) Subject to the proviso to subsection (i) above, any Group Member may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of such Group Member, to (x) each Lender and/or (y) each Lender with respect to any Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Loans (the “Discount Range Prepayment Amount”), the tranche or tranches of Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Loans with respect to each relevant tranche of Loans willing to be prepaid by such Group Member (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different tranches of Loans and, in such event, each such offer will be treated as separate offer pursuant to the terms of this Section), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $500,000 in excess thereof and (IV) each such solicitation by the relevant Group Member shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York City time, on the third Business Day after the date of delivery of such notice to such Lenders (the “Discount Range Prepayment Response Date”). Each Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Loans of the applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Lender’s Loans (the “Submitted Amount”) such Lender is willing to have prepaid at the Submitted Discount. Any Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Loan Prepayment of any of its Loans at any discount to their par value within the Discount Range. (B) The Auction Agent shall review all Discount Range Prepayment Offers which were received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with such Group Member and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Loans to be prepaid at such Applicable Discount in accordance with this subsection (iii). The relevant Group Member agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by the Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection (C)) at the Applicable Discount (each such Lender, a “Participating Lender”). (C) If there is at least one Participating Lender, the relevant Group Member will prepay the respective outstanding Loans of each Participating Lender in the aggregate principal amount and of the tranches specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the relevant Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Auction Agent (in consultation with such Group Member and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Discount Range Proration”). The Auction Agent shall promptly, and in any case within five (5) Business Days following the Discount Range Prepayment Response Date, notify (I) the relevant Group Member of the respective Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount of the Discounted Loan Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount and tranches of Loans to be prepaid at the Applicable Discount on such date, (III) each Participating Lender of the aggregate principal amount and tranches of such Lender to be prepaid at the Applicable Discount on such date, and (IV) if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the relevant Group Member and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Group Member shall be due and payable by such Group Member on the Discounted Prepayment Effective Date in accordance with subsection (vi) below (subject to subsection (c) below). (A) Subject to the proviso to subsection (i) above, any Group Member may from time to time solicit Solicited Discounted Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in the form of a Solicited Discounted Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of such Group Member, to (x) each Lender and/or

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon11:00 a.m., New York City time, three (3) Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon11:00 a.m., New York City time, on the day of such prepaymentone (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Loans; provided, provided that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay 2.18 on the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness date of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofprepayment. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued and unpaid interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be $100,000 in excess thereof (or, in the event of a prepayment in full of the Term Facility or Revolving Facility, an aggregate amount equal to the outstanding principal amount of $100,000 such Loans being prepaid). In making any prepayment pursuant to this Section 2.8(a), the Borrower may elect to make such prepayment either in respect of the Term Facility or the Revolving Facility and that such prepayment shall otherwise be applied in accordance with Section 2.15(b) and shall be applied, first, to ABR Loans and, second, to Eurodollar Loans. 42 Sunshine (National) – Credit Agreement (b) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.8(a) if such prepayment would have resulted from a sale of all or substantially all of the Borrower’s assets or the Capital Stock of the Borrower or a whole multiple thereofrefinancing of all or a part of the Term Facility or Revolving Facility, which sale or refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon11:00 A.M., New York City time, on the day of such prepaymentone (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and the amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Loans; provided, provided that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay 2.18 on the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness date of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofprepayment. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued and unpaid interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple thereof. Partial prepayments of Swingline $100,000 in excess thereof (or, in the event of a prepayment in full of the Term Loans shall be in and Revolving Loans, an aggregate amount equal to the outstanding principal amount of $100,000 such Loans being prepaid). (b) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.8(a) if such prepayment would have resulted from or would have been made in connection with a refinancing of all or a whole multiple thereofpart of the Term Facilities or Revolving Facility or a sale of all or substantially all of the Capital Stock in or the assets of the Loan Parties or other similar event, which refinancing, sale or other event shall not be consummated or shall otherwise be delayed. (c) The amount of each principal prepayment of the Term Loans pursuant to this Section 2.8 shall be applied as set forth in Section 2.15(b) and shall be further applied, first, to ABR Loans and, second, to Eurodollar Loans.

Optional Prepayments. The Borrower (a) Subject to Sections 4.11 and any relevant Subsidiary Borrower 4.17, the Borrowers may at any time and from time to time prepay the LoansLoans under any Facility, as elected by the applicable Borrower(s) (other than BA Loans but subject to Section 3.2(c)(xi)), in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered by Cedar Fair LP to the Administrative Agent no later than 12:00 Noon11:00 A.M., New York City time, three Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon11:00 A.M., New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Base Rate Loans and Canadian Prime Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans, Base Rate Loans or ABR LoansCanadian Prime Rate Loans (and under which Facility such Loans are being prepaid); provided, provided that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower applicable Borrower(s) shall also pay any amounts owing pursuant to Section 2.204.11; provided, provided further, that such notice to prepay the no Extended Term Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may any Extension Series shall be revoked by the Borrower (by further notice to the Administrative Agent on or prepaid prior to the specified effective date) if date on which all Term Loans of the Existing Term Loan Facility from which such condition Extended Term Loans were converted unless such prepayment of Extended Term Loans is not satisfied. Notwithstanding the foregoing, the revocation accompanied by a pro rata prepayment of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofTerm Loans under such Existing Term Loan Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Base Rate Loans, Canadian Prime Rate Loans, BA Loans and Swingline Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or C$1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Swing Line Loans shall be in an aggregate principal amount of $100,000 or C$100,000 or a whole multiple thereof. Any prepayment of Loans under any Facility pursuant to this Section 4.1 shall be applied on a pro rata basis to the Loans of each Lender under such Facility. Unless otherwise directed by the applicable Borrower, any such prepayment shall be applied in direct order of maturity of scheduled repayments of such Facility. (i) Notwithstanding anything to the contrary in Section 4.1(a) (which provisions shall not be applicable to this Section 4.1(b)), the Borrowers shall have the right at any time and from time to time to prepay Term Loans under any Facility from Lenders electing to participate in such prepayments at a discount to the par value of such Loans and on a non-pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 4.1(b); provided that (A) no Discounted Voluntary Prepayment shall be made unless (A) immediately after giving effect to such Discounted Voluntary Prepayment, (i) no Default or Event of Default has occurred and is continuing, (ii) the U.S. Borrower is in pro forma compliance with the covenants set forth in Section 8.1, as of the most recently completed period for which the financial statements required by Section 7.1(a) and (b) were required to be delivered and (iii) the Available Liquidity shall be no less than (x) $75,000,000, if the Discounted Voluntary Prepayment is scheduled during the months of March, April and May of any given year, (y) $250,000,000, if the Discounted Voluntary Prepayment is scheduled during the months of August, September, October and November of any given year, and (z) $150,000,000, if the Discounted Voluntary Prepayment is scheduled during any other month of any given year, each on a Pro Forma Basis immediately after giving effect to such Discounted Voluntary Prepayment (assuming maximum participation therein), (B) any Discounted Voluntary Prepayment shall be offered to all Lenders with Term Loans under the applicable Facility on a pro rata basis and (C) the Borrowers shall deliver to the Administrative Agent a certificate of the Chief Financial Officer of the U.S. Borrower stating (1) that no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment), (2) that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 4.1(b) has been satisfied and (3) the aggregate principal amount of Term Loans so prepaid pursuant to such Discounted Voluntary Prepayment. (ii) To the extent the Borrowers seeks to make a Discounted Voluntary Prepayment, the Borrowers will provide written notice to the Administrative Agent substantially in the form of Exhibit Q hereto (each, a “Discounted Prepayment Option Notice”) that the Borrowers desire to prepay Term Loans under a specified Facility in each case in an aggregate principal amount specified therein by the Borrowers (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Term Loans as specified below. The Proposed Discounted Prepayment Amount of Term Loans shall not be less than $25,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment: (A) the Proposed Discounted Prepayment Amount for Term Loans, (B) a discount range (which may be a single percentage) selected by the U.S. Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of Term Loans (the “Discount Range”) and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”). (iii) Upon receipt of a Discounted Prepayment Option Notice in accordance with Section 4.1(b)(ii), the Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each Lender under the applicable Facility may specify by written notice substantially in the form of Exhibit R hereto (each, a “Lender Participation Notice”) to the Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a prepayment price of 80% of the par value of the Term Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Term Loans held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of Term Loans under the applicable Facility specified by the Lenders in Lender Participation Notices, the Administrative Agent, in consultation with the Borrowers, shall calculate the applicable discount for Term Loans (the “Applicable Discount”), which Applicable Discount shall be (A) the percentage specified by the Borrowers if the Borrowers have selected a single percentage pursuant to Section 4.1(b)(ii) for the Discounted Voluntary Prepayment or (B) otherwise, the highest Acceptable Discount at which the Borrowers can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders under the applicable Facility who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Term Loans under the applicable Facility whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Term Loans at any discount to their par value within the Applicable Discount. (iv) The Borrowers shall make a Discounted Voluntary Prepayment by prepaying those Term Loans (or the respective portions thereof) under the applicable Facility offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrowers shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrowers shall prepay all Qualifying Loans. (v) Each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 4.16), upon irrevocable notice substantially in the form of Exhibit S hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 P.M. New York City time, three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to, but not including, such date on the amount prepaid. (vi) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 4.1(b)(iii) above) established by the Administrative Agent in consultation with the Borrowers. (vii) Prior to the delivery of a Discounted Voluntary Prepayment Notice, upon written notice to the Administrative Agent, (A) the Borrowers may withdraw their offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) any Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice. (viii) To the extent the Term Loans under any Facility are prepaid pursuant to this Section 4.1(b), scheduled amortization amounts for the Term Loans under such Facility pursuant to Section 2.3 shall be reduced on a pro rata basis by the principal amount of the Term Loans so prepaid.

Optional Prepayments. The Borrower Company and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans (other than the Brazilian Loans), in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon(x) with respect to Domestic Loans and Domestic Competitive Loans, 1:00 P.M., New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon1:00 P.M., New York City time, on the day of such prepayment, in the case of ABR Loans, and (y) with respect to Multicurrency Loans and Multicurrency Competitive Loans, 11 A.M., London time, three Business Days prior thereto, in each case which notice shall specify the applicable Facility, the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that (a) if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower Company or the relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.202.20 and (b) unless otherwise agreed to between the Company and the relevant Subsidiary Borrower, on the one hand, and the applicable Lender, on the other hand, no Competitive Loan may be prepaid without the consent of the Lender thereof except for any prepayment in connection with a Change of Control or in order to cure an Event of Default; provided, further, that such notice to prepay the Loans delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in of Control, in either case, which such notice may be revoked by the Borrower Company (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination prepayment notice shall not affect the Company’s or any relevant Subsidiary Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is givengiven (and not revoked as provided herein), the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans (other than Brazilian Loans) shall be in an aggregate principal amount integral multiple of 1 million units of the Currency of such Loan and no less than the Dollar Equivalent of $1,000,000 25 million. Any Brazilian Subsidiary Borrower may at any time and from time to time prepay the Brazilian Loans, in whole or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 part, without premium or a whole multiple thereofpenalty, upon irrevocable notice delivered to the Brazilian Administrative Agent pursuant to, and in accordance with the terms of, each Brazilian Bank Certificate.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Term Loans, in whole or in part, without premium or penaltypenalty (other than as set forth in Section 3.2(d) below), upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurocurrency LIBOR Rate Loans, and no later than 12:00 Noon, New York City time, on the day of such prepaymentone (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and prepayment, whether the prepayment is of Eurocurrency LIBOR Rate Loans or ABR Loans, the Tranche of Term Loans to which the prepayment applies and the manner in which such prepayment is to be applied to the applicable Tranche of Term Loans; provided, that if a Eurocurrency LIBOR Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof3.11. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving LIBOR Rate Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline ABR Loans shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Notwithstanding the foregoing, a notice of prepayment delivered by Borrower in accordance with this Section 3.1 may expressly state that such notice is conditioned upon the effectiveness of new credit facilities or a whole multiple thereofother sources of refinancing and which effectiveness will result in the immediate payment in full in cash of all Obligations, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the time on which the Term Loans would have been repaid in accordance with such notice of prepayment) if such condition is not satisfied or not reasonably likely to be satisfied and the Borrower shall pay any amounts due under Section 3.9, if any, in connection with any such revocation.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, penalty (except in the case of Extended Tranche B Term Loans as otherwise provided in paragraph (b) below) upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. (b) Any (i) optional prepayment of the Extended Tranche B Term Loans using proceeds of any credit facility term loans incurred by the Borrower for which, the interest rate payable thereon on the date of such prepayment is lower than the Eurocurrency Rate on the date of such prepayment plus the Applicable Margin with respect to the Extended Tranche B Term Loans on the date of such prepayment with the primary purpose of refinancing Extended Tranche B Term Loans at a lower interest rate or (ii) repricing of the Extended Tranche B Term Loans pursuant to an amendment to this Agreement resulting in the interest rate payable thereon on the date of such amendment being lower than the Eurocurrency Rate on the date immediately prior to such amendment plus the Applicable Margin with respect to the Extended Tranche B Term Loans on the date immediately prior to such amendment, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment (or, in the case of clause (ii) above, of the aggregate amount of Extended Tranche B Term Loans outstanding immediately prior to such amendment) if made on or prior to the date that is six months after the First Amendment Effective Date. Such fee shall be paid by the Borrower to the Administrative Agent for the account of the Extending Tranche B Term Lenders on the date of such prepayment or amendment (as the case may be).

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon11:00 A.M., New York City time, three Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon11:00 A.M., New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, further that such notice to prepay in the event of any prepayment of Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower made (by further notice to the Administrative Agent on or i) prior to the specified effective date) if such condition is not satisfied. Notwithstanding first anniversary of the foregoingClosing Date, the revocation Borrower shall pay to the applicable Lenders with respect to such Loans, a prepayment premium equal to 3% of the principal amount of the Loans so prepaid, (ii) on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, the Borrower shall pay to the applicable Lenders with respect to such Loans a termination notice prepayment premium equal to 2% of the principal amount of the Loans so prepaid and (iii) on or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date, the Borrower shall not affect pay to the Borrower’s obligation applicable Lenders with respect to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as such Loans a consequence thereofprepayment premium equal to 1% of the principal amount of the Loans to prepaid. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments Each payment pursuant to this Section on account of Swingline principal of and interest on the Loans shall be applied as provided in an aggregate principal amount of $100,000 or a whole multiple thereofSection 2.17(b).

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penaltypenalty (except as set forth in Section 4.1(d) below), upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon2:00 p.m., New York City time, three (3) Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon2:00 p.m., New York City time, on the day of such prepaymentone (1) Business Day prior thereto, in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.204.11; provided, further, that such notice to prepay may be contingent on the Loans delivered by occurrence of a refinancing or the Borrower may state that such notice is conditioned upon the effectiveness consummation of a sale, transfer, lease or other credit facilities or a Change in Control, in either case, which such notice Disposition of assets and may be revoked by or the Borrower (by further notice to termination date deferred if the Administrative Agent on refinancing or prior to the specified effective date) if such condition is sale, transfer, lease or other Disposition of assets does not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofoccur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Eurodollar Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple integral multiples of $50,000 in excess thereof. (b) Notwithstanding anything in any Loan Document to the contrary, so long as no Default or Event of Default has occurred and is continuing, the Borrower may also prepay the outstanding Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon acquisition by the Borrower) (or Holdings or any of its Subsidiaries (other than the Borrower) may purchase such outstanding Loans) on the following basis; provided that (i) Holdings, the Borrower or its Subsidiary, as the case may be, shall represent and warrant as of the date of any assignment to Holdings, the Borrower or any of their Subsidiaries that it does not have any material non-public information with respect to Holdings, the Borrower, their Subsidiaries and their respective securities for purposes of United States securities laws that has not been disclosed to the Lenders (other than Lenders that do not wish to receive material non-public information with respect to Holdings, the Borrower, any of their Subsidiaries or Affiliates) prior to such time, (ii) Holdings shall be in compliance with Section 8.1 (whether or not currently in effect) on a pro forma basis, (iii) the Revolving Facility shall not be utilized to fund the assignment, and (iv) any offer to purchase or take by assignment any Loans by Holdings, the Borrower or their Subsidiaries shall have been made pursuant to the provisions of this Section 4.1(b): (i) Any Group Member shall have the right to make a voluntary prepayment of Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offer or Borrower Solicitation of Discounted Prepayment Offer (any such prepayment, the “Discounted Loan Prepayment”), in each case made in accordance with this Section 4.1(b); provided that no Group Member shall initiate any action under this Section 4.1(b) in order to make a Discounted Loan Prepayment unless (I) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted Loan Prepayment as a result of a prepayment made by a Group Member on the applicable Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall have passed since the date the Group Member was notified that no Lender was willing to accept any prepayment of any Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of any Group Member’s election not to accept any Solicited Discounted Prepayment Offers. (A) Subject to the proviso to subsection (i) above, any Group Member may from time to time offer to make a Discounted Loan Prepayment by providing the Auction Agent with five (5) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Group Member, to (x) each Lender and/or (y) each Lender with respect to any class of Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $500,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York City time, on the third Business Day after the date of delivery of such notice to such Lenders (the “Specified Discount Prepayment Response Date”). (B) Each Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Loans at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the tranches of such Lender’s Loans to be prepaid at such offered discount. Each acceptance of a Discounted Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment. (C) If there is at least one Discount Prepayment Accepting Lender, the relevant Group Member will make a prepayment of outstanding Loans pursuant to this paragraph (C) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection (B) above; provided that, if the aggregate principal amount of Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with such Group Member and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the relevant Group Member of the respective Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Loan Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the tranches of Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, tranche and Type of Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Group Member and such Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Group Member shall be due and payable by such Group Member on the Discounted Prepayment Effective Date in accordance with subsection (vi) below (subject to subsection (c) below). (A) Subject to the proviso to subsection (i) above, any Group Member may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of such Group Member, to (x) each Lender and/or (y) each Lender with respect to any Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Loans (the “Discount Range Prepayment Amount”), the tranche or tranches of Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Loans with respect to each relevant tranche of Loans willing to be prepaid by such Group Member (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different tranches of Loans and, in such event, each such offer will be treated as separate offer pursuant to the terms of this Section), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $500,000 in excess thereof and (IV) each such solicitation by the relevant Group Member shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York City time, on the third Business Day after the date of delivery of such notice to such Lenders (the “Discount Range Prepayment Response Date”). Each Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Loans of the applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Lender’s Loans (the “Submitted Amount”) such Lender is willing to have prepaid at the Submitted Discount. Any Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Loan Prepayment of any of its Loans at any discount to their par value within the Discount Range. (B) The Auction Agent shall review all Discount Range Prepayment Offers which were received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with such Group Member and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Loans to be prepaid at such Applicable Discount in accordance with this subsection (iii). The relevant Group Member agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by the Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection (C)) at the Applicable Discount (each such Lender, a “Participating Lender”). (C) If there is at least one Participating Lender, the relevant Group Member will prepay the respective outstanding Loans of each Participating Lender in the aggregate principal amount and of the tranches specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the relevant Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Auction Agent (in consultation with such Group Member and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Discount Range Proration”). The Auction Agent shall promptly, and in any case within five (5) Business Days following the Discount Range Prepayment Response Date, notify (I) the relevant Group Member of the respective Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount of the Discounted Loan Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount and tranches of Loans to be prepaid at the Applicable Discount on such date, (III) each Participating Lender of the aggregate principal amount and tranches of such Lender to be prepaid at the Applicable Discount on such date, and (IV) if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the relevant Group Member and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Group Member shall be due and payable by such Group Member on the Discounted Prepayment Effective Date in accordance with subsection (vi) below (subject to subsection (c) below). (A) Subject to the proviso to subsection (i) above, any Group Member may from time to time solicit Solicited Discounted Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in the form of a Solicited Discounted Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of such Gr

Optional Prepayments. The Subject to this Section 2.05, the Borrower and any relevant Subsidiary Borrower may may, upon notice to the Administrative Agent, at any time and from time to time after the six-month anniversary of the Closing Date voluntarily prepay the Loans, Loans in whole or in part, without premium or penalty, upon irrevocable ; provided that (1) such notice (except as otherwise provided below) delivered to must be received by the Administrative Agent no not later than 12:00 Noon, p.m. (New York City time, ) (A) three (3) Business Days prior thereto, in the case to any date of Eurocurrency Loans, prepayment of Eurodollar Loans and no later than 12:00 Noon, New York City time, (B) on the day date of prepayment of Base Rate Loans; and (2) any prepayment of Eurodollar Loans shall be in a principal amount of (x) $1,000,000 or a whole multiple of $1,000,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether such prepayment, the prepayment is amount of Eurocurrency Loans or ABR Loans; provided, the Applicable Prepayment Premium due thereon (provided that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided2.14) and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, further, that and of the amount of such notice to prepay the Loans delivered by the Borrower may state that Lender’s pro rata share of such prepayment. If such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked given by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoingBorrower, it shall be irrevocable, the revocation of a termination notice Borrower shall not affect make such prepayment and the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans Applicable Prepayment Premium and Swingline Loans) accrued interest to such date on the amount prepaid. Partial Any prepayment of a Eurocurrency Rate Loan shall be accompanied by any additional amounts required pursuant to Section 2.14. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be paid to the Lenders in accordance with their respective pro rata shares. Optional prepayments of Term Loans and Revolving Loans made pursuant to this Section 2.05 shall be in an aggregate principal amount accompanied by payment of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereofthe Applicable Prepayment Premium and all accrued interest on such Loans.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower Borrowers may at any time and from time to time prepay the Loans, in whole or in part, without premium or penaltypenalty (subject to Section 2.10(b)), upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent (i) no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, Term Benchmark Loans and (ii) no later than 12:00 Noon, New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Term Benchmark Loans or ABR Loans; provided, that if a Eurocurrency Term Benchmark Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary applicable Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. All optional prepayments of Term Loans in accordance with this Section 2.10 shall be applied as directed by the applicable Borrower. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. (b) All (i) prepayments of Term B Loans pursuant to Section 2.10(a) or Section 2.11(a) effected on or prior to the six-month anniversary of the Second Amendment Effective Date in connection with a Repricing Transaction and (ii) amendments, amendments and restatements or other modifications of this Agreement on or prior to the six-month anniversary of the Second Amendment Effective Date constituting Repricing Transactions shall, in each case, be accompanied by a fee payable to the Term B Lenders in an amount equal to 1.00% of the aggregate principal amount of the Term B Loans so prepaid, in the case of a transaction described in clause (i) of this paragraph, or 1.00% of the aggregate principal amount of Term B Loans affected by such amendment, amendment and restatement or other modification (including any such Loans assigned in connection with the replacement of a Term B Lender not consenting thereto), in the case of a transaction described in clause (ii) of this paragraph. Such fee shall be paid by the Parent Borrower to the Administrative Agent, for the account of the Lenders in respect of the Term B Loans, on the date of such prepayment.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided belowwhich may be given by telephone if confirmed promptly in writing) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three at least one Business Days Day prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Loans; provided, provided that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof3.11. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 10,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments Prepayments made pursuant to this Section shall be applied to prepay any outstanding Term Loans (ratably to the remaining scheduled installments thereof) and any outstanding Revolving Loans (and to cash collateralize outstanding L/C Obligations following the repayment of Swingline all outstanding Revolving Loans) with a corresponding reduction in the Revolving Commitments, on a pro rata basis, based upon the respective principal balance of the Term Loans and the aggregate Revolving Extensions of Credit then outstanding. (b) After the Exit Facilities Conversion Date (if any), the Borrower may, by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be given by telephone if promptly confirmed by writing, which notice the Administrative Agent will promptly transmit to each applicable Revolving Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the aggregate amount of the Revolving Extensions of Credit outstanding at the time of such proposed termination or reduction; provided, any such partial reduction of the Revolving Commitments shall be in an aggregate principal minimum amount of $100,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof. The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitments of the Revolving Lenders pro rata in accordance to the respective Revolving Percentages of the Revolving Lenders.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penaltyaccompanied by the Repricing Premium (if applicable), upon irrevocable notice (except as otherwise provided belowwhich may be conditional) substantially in the form of Exhibit H-6 delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon, New York City time, on the day of such prepaymentone (1) Business Day prior thereto, in the case of ABR Loans (or on the same day in the case of Swingline Loans), which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein (subject to any conditions contained therein), together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Tranche B Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. Notwithstanding anything to the contrary in this Agreement, after any Extension, the Borrower may prepay any borrowing of any Class of non-extended Term Loans pursuant to which the related Extension Offer was made without any obligation to prepay the corresponding Extended Term Loans. (b) [Reserved]. (c) Notwithstanding anything in this Agreement or in any other Loan Document to the contrary, so long as (A) no Event of Default has occurred and is continuing and (B) no proceeds of Revolving Loans are used therefore, the Loan Parties and their respective Subsidiaries may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon acquisition by the Borrower) (or any Loan Party or Subsidiary of any Loan Party purchases any Term Loans, such Term Loans shall be immediately cancelled) on the following basis: (i) Any Loan Party or any of its Subsidiaries shall have the right to make a voluntary prepayment of Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Loan Prepayment”), in each case made in accordance with this Section 2.10(c). (ii) (A) Any Loan Party or any of its Subsidiaries may from time to time offer to make a Discounted Loan Prepayment by providing the Auction Agent five (5) Business Days’ notice substantially in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Loan Party or such Subsidiary, to (x) each Lender and/or (y) each Lender with respect to any class of Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) subject to subsection (x) below, each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each relevant Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third (3rd) Business Day after the date of delivery of such notice to such Lenders (which date may be extended upon notice by the applicable Loan Party or the Subsidiary to the Auction Agent) (the “Specified Discount Prepayment Response Date”).

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower Borrowers may at any time and from time to time prepay the any Class or Classes of Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than (a) 12:00 NoonP.M., New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans (other than Foreign Currency Loans), and (b) no later than 12:00 NoonP.M., New York City time, on the day date of such prepayment, in the case of ABR Loans and (c) no later than the time set forth thereof for the relevant Foreign Currency on the Administrative Schedule in the case of Foreign Currency Loans, which notice shall shall, in each case, specify the date and amount of prepayment prepayment, the Loans to be prepaid and whether the prepayment is of Eurocurrency Loans denominated in Dollars, Foreign Currency Loans (and if a Foreign Currency Loan is to be prepaid, the Foreign Currency in which such Loans are denominated) or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary applicable Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid; provided, however, that any notice of prepayment given by any Borrower may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising or other transaction, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Partial prepayments of Term Loans and Revolving Loans (other than Foreign Currency Loans) shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. Partial prepayments of Foreign Currency Loans shall be in a minimum amount as set forth for the relevant Foreign Currency on the Administrative Schedule. Optional prepayments shall be applied to the prepayment of the applicable Class or Classes of Term Loans as directed by the applicable Borrower.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Dollar Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon11:00 A.M., New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon11:00 A.M., New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.15. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Dollar Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Dollar Loans shall be in an aggregate principal amount of at least $1,000,000 1,000,000. (b) The Borrower may at any time and from time to time prepay the Foreign Currency Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M. Local Time three Business Days prior thereto, which notice shall specify the date and amount of prepayment and the Foreign Currency in which the Foreign Currency Loans to be prepaid are denominated; provided, that if a whole multiple Foreign Currency 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. Upon receipt of any such notice the Administrative Agent shall promptly notify each Foreign Currency Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Swingline Foreign Currency Loans shall be in an aggregate principal amount the Dollar Equivalent of which is at least $100,000 or a whole multiple thereof1,000,000.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Term Benchmark Loans, and no later than 12:00 Noon2:00 p.m., New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Term Benchmark Loans or ABR Loans; provided, that if a Eurocurrency Term Benchmark Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.17. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans which shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Partial prepayments Notwithstanding the foregoing, any notice of Swingline prepayment delivered in connection with any refinancing of all of the Loans shall and Commitments with the proceeds of such refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in an aggregate principal amount of $100,000 or a whole multiple thereofconnection with any such revocation, in the event such contingency is not met.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Term Benchmark Loans, and no later than 12:00 Noon2:00 p.m., New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Term Benchmark Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Partial prepayments Notwithstanding the foregoing, any notice of Swingline prepayment delivered in connection with any refinancing of all of the Loans with the proceeds of such refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in an full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 2-Year Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment plus, in the case of $100,000 or any Term Benchmark Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a whole multiple thereofresult thereof pursuant to Section 2.17.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the LoansLoans of any Class, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon1:00 P.M., New York City time, at least three Business Days prior thereto, thereto in the case of Eurocurrency Loans, Eurodollar Loans and no later than 12:00 Noon1:00 P.M., New York City time, on the day of such prepayment, at least one Business Day prior thereto in the case of ABR Loans, which notice shall specify the date and amount of prepayment prepayment, the Class of Loans being prepaid and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.18. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans pursuant to this Section 2.8(a) shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 1,000,000 or a whole multiple of $500,000 in excess thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities, the consummation of a particular Disposition or the occurrence of 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. Any prepayment of Loans of any Class pursuant to this Section 2.8(a) shall be applied to the Loans of such Class of each Lender on a pro rata basis in accordance with the respective amounts of such Loans held by each such Lender. (i) Notwithstanding anything to the contrary in Section 2.8(a), the Borrower shall have the right at any time and from time to time to prepay Term Loans of any Class, to the Lenders at a prepayment price which is less than, equal to or greater than the principal amount of such Term Loans and on a non pro rata basis (each, an “Offered Voluntary Prepayment”) pursuant to the procedures described in this Section 2.8(b); provided that (A) the aggregate principal amount of Term Loans prepaid pursuant to all Offered Voluntary Prepayments made on or after the Refresh Effective Date shall not exceed $1,000,000,000, (B) no Offered Voluntary Prepayment may be made if a Default or Event of Default has occurred and is continuing or if, after giving effect to such Offered Voluntary Prepayment, Available Liquidity would be less than $250,000,000, (C) any Offered Voluntary Prepayment shall be offered to all Lenders with Term Loans of the Class selected by the Borrower on a pro rata basis and (D) the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower stating that (1) no Default or Event of Default has occurred and is continuing or would result from such Offered Voluntary Prepayment, (2) each of the conditions to such Offered Voluntary Prepayment contained in this Section 2.8(b) has been satisfied and (3) (A) the Borrower has no Material Information with respect to the Borrower or any of its Subsidiaries or the Loans that has not been provided to the Administrative Agent for disclosure to the Lenders or to the public and (B) it was not directed to make the prepayment offer by any Affiliate which, to the knowledge of the Borrower following due inquiry, had any such undisclosed Material Information. (ii) To the extent the Borrower seeks to make an Offered Voluntary Prepayment, the Borrower will provide written notice from a Responsible Officer of the Borrower to the Administrative Agent substantially in the form of Exhibit J (each, an “Offered Prepayment Option Notice”) that the Borrower desires to prepay Term Loans of a specified Class in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Offered Prepayment Amount”). The Proposed Offered Prepayment Amount shall not be less than $25,000,000 (or such lesser amount if the Term Loans of such specified Class have a lower aggregate amount outstanding at such time). The Offered Prepayment Option Notice shall further specify with respect to the proposed Offered Voluntary Prepayment: (A) the Proposed Offered Prepayment Amount for Term Loans and the Class of Term Loans with respect to such offer is being made, (B) an offered prepayment price range (which may be a single percentage) selected by the Borrower with respect to such proposed Offered Voluntary Prepayment equal to a percentage of par of the principal amount of Term Loans of the applicable Class (the “Offered Range”) and (C) the date by which Lenders are required to indicate their election to participate in such proposed Offered Voluntary Prepayment (the “Acceptance Date”) which shall be at least five Business Days following the date of such Offered Prepayment Option Notice is delivered. (iii) Upon receipt of an Offered Prepayment Option Notice, the Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit K hereto (each, a “Lender Participation Notice”; it being understood that a Lender may deliver more than one Lender Participation Notice, and that each such Lender Participation Notice of such Lender shall constitute an independent and unconditional offer, and no such Lender Participation Notice may be contingent on the making of any prepayment with respect to the Offered Loans in respect of any other Lender Participation Notice, or otherwise be contingent or conditional in any way) to the Administrative Agent (A) a minimum price (the “Acceptable Price”) within the Offered Range at which such Lender is willing to accept a prepayment of a portion of its Term Loans of the applicable Class and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Term Loans of such Class held by such Lender with respect to which such Lender is willing to permit an Offered Voluntary Prepayment at the Acceptable Price (“Offered Loans”). Based on the Acceptable Prices and principal amounts of Term Loans of the applicable Class specified by the Lenders in the applicable Lender Participation Notice, the Administrative Agent, in consultation with the Borrower, shall determine the applicable prepayment price for Term Loans pursuant to such Offered Voluntary Prepayment (the “Applicable Price”), which Applicable Price shall be (A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.8(b)(ii) for the Offered Voluntary Prepayment or (B) otherwise, the lowest Acceptable Price at which the Borrower can pay the Proposed Offered Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the lowest Acceptable Price); provided, however, that in the event that such Proposed Offered Prepayment Amount cannot be repaid in full at any Acceptable Price, the Applicable Price shall be the highest Acceptable Price specified by the Lenders that is within the Offered Range. The Applicable Price shall be applicable for all Lenders who have offered to participate in the Offered Voluntary Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Loans whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept an Offered Voluntary Prepayment of any of its Loans at the Applicable Price. (iv) The Borrower shall make an Offered Voluntary Prepayment by prepaying those Term Loans (or the respective portions thereof) of the applicable Class offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Price that is equal to or less than the Applicable Price (“Qualifying Loans”) at the Applicable Price; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Offered Prepayment Amount, such amounts in each case calculated by applying the Applicable Price, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Offered Prepayment Amount, such amounts in each case calculated by applying the Applicable Price, the Borrower shall prepay all Qualifying Loans. (v) Each Offered Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Price and determine the amount and holders of Qualifying Loans), without premium or penalty (and not subject to Section 2.18), upon irrevocable notice substantially in the form of Exhibit L hereto (each an “Offered Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 P.M., New York City time, three Business Days prior to the date of such Offered Voluntary Prepayment, which notice shall specify the date and amount of the Offered Voluntary Prepayment and the Applicable Price determined by the Administrative Agent. Upon receipt of any Offered Voluntary Prepayment Notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any Offered Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Price on the applicable Term Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. (vi) Prior to the delivery of an Offered Voluntary Prepayment Notice, upon written notice to the Administrative Agent, (A) the Borrower may withdraw its offer to make an Offered Voluntary Prepayment pursuant to any Offered Prepayment Option Notice and (B) any Lender may withdraw its offer to participate in any Offered Voluntary Prepayment pursuant to any Lender Participation Notice. (vii) To the extent not expressly provided for herein, each Offered Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Price in accordance with Section 2.8(b)(iii) above) established by the Administrative Agent in consultation with the Borrower. It is understood and agreed that the Borrower may employ a financial institution or other advisor (whether or not an affiliate of the Administrative Agent) to act as an arranger in connection with any Offered Voluntary Prepayment and, in such event, the Administrative Agent agrees, subject to its internal agency policies, to provide such reasonable cooperation as may be requested by the Borrower in order to facilitate communications from such arranger to the Lenders and otherwise to provide access to Lender Participation Notices.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Loans, the Swingline Loans or the Term Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, 1:00 P.M. New York City time, three two Business Days prior thereto, in the case of Eurocurrency LIBO Rate Loans, and no later than 12:00 Noon1:00 P.M., New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Base Rate Loans, which notice shall specify (i) the date and amount of prepayment and prepayment, (ii) whether the prepayment is of Eurocurrency Revolving Loans or ABR Term Loans and (iii) whether the prepayment is of LIBO Rate Loans or Base Rate Loans; provided, provided that if a Eurocurrency LIBO Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (provided that such notice may be conditioned on receiving the proceeds of any refinancing), together with (except in the case of Revolving Loans that are ABR Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of (i) $1,000,000 or a whole multiple thereofof $100,000 in excess thereof (in the case of prepayments of Base Rate Loans) or (ii) $1,000,000 or a whole multiple of $500,000 in excess thereof (in the case of prepayments of LIBO Rate Loans), and in each case shall be subject to the provisions of Section 2.18. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 50,000 or a whole multiple of $50,000 in excess thereof.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may shall have the right at any time and from time to time time, without premium or penalty, to prepay the Term Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered delivery to the Administrative Agent no of a Notice of Prepayment not later than 12:00 Noon, New York City time, p.m. (i) on the same Business Day as the prepayment of a Base Rate Loan and (ii) at least three Business Days prior theretobefore the prepayment of a LIBOR Rate Loan, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify specifying the date and amount of prepayment repayment, whether the repayment is of LIBOR Rate Loans or Base Rate Loans or a combination thereof, and if a combination thereof, the amount allocable to each and whether the prepayment repayment is of Eurocurrency Loans the Initial Term Loan, an Incremental Term Loan or ABR Loans; provideda combination thereof, that and if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence combination thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case allocable to each. Each optional prepayment of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments any Class of Term Loans and Revolving Loans hereunder shall be in an aggregate principal amount of at least $1,000,000 or a any whole multiple thereof. Partial prepayments of Swingline Loans $500,000 in excess thereof and shall be applied to the outstanding principal installments of the Initial Term Loan and, if applicable, any Incremental Term Loans as directed by the Borrower, provided that in an aggregate the absence of such direction, optional prepayment shall be applied to outstanding principal installments in direct order of maturity. Each repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. A Notice of $100,000 Prepayment received after 12:00 p.m. shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the applicable Term Loan Lenders of each Notice of Prepayment. Notwithstanding the foregoing, (x) any Notice of Prepayment delivered in connection with any refinancing of all or any portion of the Term Loan Facility with the proceeds of such refinancing or of any other Incurrence of Indebtedness or the receipt of Net Cash Proceeds of Asset Disposition may be, if expressly so stated to be, contingent upon the consummation of such refinancing, Incurrence or receipt and may be revoked by the Borrower in the event such refinancing is not consummated or such Net Cash Proceeds are not received; provided that the delay or failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 5.9 and (y) the Borrower may not repay Extended Term Loans of any Extension Series unless such prepayment is accompanied by a whole multiple thereofpro rata (or greater) repayment of Term Loans of the Existing Term Loan Class from which such Extended Term Loans were converted (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full).

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Term Loans, in whole or in part, without premium or penaltypenalty (other than as set forth in Section 3.2(g) below), upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurocurrency LIBOR Rate Loans, and no later than 12:00 Noon, New York City time, on the day of such prepaymentone (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and prepayment, whether the prepayment is of Eurocurrency LIBOR Rate Loans or ABR LoansLoans and the Tranche of Term Loans to which the prepayment applies; provided, that if a Eurocurrency LIBOR Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.203.11. With respect to each prepayment of Term Loans pursuant to this Section 3.1, the Borrower may designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made; provided, furtherthat the Borrower pays any amounts, that such notice if any, required to prepay be paid pursuant to Section 3.11 with respect to prepayments of LIBOR Rate Loans made on any date other than the Loans delivered last day of the applicable Interest Period. In the absence of a designation by the Borrower may state that such notice is conditioned upon as described in the effectiveness of other credit facilities or a Change in Controlpreceding sentence, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior shall, subject to the specified effective date) if above, make such condition is not satisfieddesignation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 3.11. Notwithstanding Each such prepayment shall be accompanied by all accrued interest on the foregoingLoans so prepaid, through the revocation date of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofsuch prepayment. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving LIBOR Rate Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline ABR Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Notwithstanding the foregoing, a notice of prepayment delivered by Borrower in accordance with this Section 3.1 may expressly state that such notice is conditioned upon the effectiveness of new credit facilities or a whole multiple thereofother sources of refinancing and which effectiveness will result in the immediate payment in full in cash of all Obligations, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the time on which the Term Loans would have been repaid in accordance with such notice of prepayment) if such condition is not satisfied or not reasonably likely to be satisfied and the Borrower shall pay any amounts due under Section 3.9, if any, in connection with any such revocation. Each prepayment in respect of any Term Loans pursuant to this Section 3.1 shall be applied ratably to the Term Loans.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Loans or the Term Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon1:00 P.M., New York City time, three Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon1:00 P.M., New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Loans, which notice shall specify (i) the date and amount of prepayment and prepayment, (ii) whether the prepayment is of Eurocurrency Revolving Loans or Term Loans and (iii) whether the prepayment is of Eurodollar Loans or ABR Loans; provided, provided that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (provided that such notice may be conditioned on receiving the proceeds of any refinancing or Disposition of Property), together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of (i) $1,000,000 or a whole multiple thereofof $100,000 in excess thereof (in the case of prepayments of ABR Loans) or (ii) $1,000,000 or a whole multiple of $500,000 in excess thereof (in the case of prepayments of Eurodollar Loans), and in each case shall be subject to the provisions of Section 2.18. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 50,000 or a whole multiple of $50,000 in excess thereof.

Optional Prepayments. The At its option, the Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in partmay, without premium or penaltypenalty but subject to Section 2.13 in the case of LIBOR Loans, upon irrevocable one (1) Business Day’s notice (except as otherwise provided below) delivered from the Borrower to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on Base Rate Loans or three (3) Business Days’ notice from the day of such prepayment, Borrower to the Administrative Agent in the case of ABR LIBOR Loans, which prepay the Base Rate Loans in any Revolving Loan Borrowing and all accrued but unpaid interest thereon in part, in a minimum principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof, or in whole and prepay the LIBOR Loans in any Revolving Loan Borrowing and all accrued but unpaid interest thereon in part, in a minimum principal amount of $3,000,000 or an integral multiple of $500,000 in excess thereof, or in whole. Each such notice shall specify the date and amount of prepayment and whether the such prepayment; provided that if such prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than on the last day of the Interest Period applicable theretoto such LIBOR Loan, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant be subject to the payments required by Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that 2.13. If such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked given by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoingBorrower, the revocation of a termination notice Borrower shall not affect make such prepayment and the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein. If no Default or Event of Default has occurred and is continuing, together with (except in all prepayments under this Section 2.06(b) which are applied to reduce the case principal amount of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be applied to the Loans as directed by the Borrower. If the Borrower fails to direct the application of any such prepayments, then such principal prepayments shall be applied first to the accrued but unpaid interest on and then any principal of the Revolving Loans until paid in full and second to Cash Collateralize the Obligations in an aggregate amount equal to the Effective Amount of the L/C Obligations. In each case, to the extent possible, such principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans payment shall be first applied to prepay Base Rate Loans and then if any funds remain, to prepay LIBOR Loans; provided that if an Event of Default has occurred and is continuing at the time any such prepayment is made, the Lenders shall apply such prepayments to such Obligations as the Administrative Agent may determine in an aggregate principal amount of $100,000 or a whole multiple thereofits reasonable discretion which determination shall be effective as to all Lenders (but for regulatory purposes, the Lenders may apply such payments internally as they shall determine).

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the LoansLoans made to it, in whole or in part, without premium or penaltypenalty (except as otherwise set forth in this Section 5.4), upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, at least three Business Days prior thereto, thereto in the case of Eurocurrency Loans, Loans and no later than 12:00 Noon, New York City time, on the day date of such prepayment, prepayment in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Base Rate Loans; provided, that the Borrower may rescind or postpone any notice of prepayment (by notice to the Administrative Agent on or prior to the specified effective date) if such notice is conditioned upon the effectiveness of other financing arrangements or the consummation of other transactions and if such condition is not satisfied or is delayed; provided further, that (a) if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such 5.14 and (b) no prior notice is conditioned upon required for the effectiveness prepayment of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofSwing Line Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is givengiven (subject to the revocation or postponement of notice as permitted above), the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are ABR Base Rate Loans and Swingline Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans (other than Swing Line Loans) shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Swing Line Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. Optional prepayments shall be applied (a) to the Facility or Facilities of Term Loans selected by the Borrower, which shall reduce scheduled installments of principal on such Facility or Facilities as directed by the Borrower or (b) except in connection with termination or permanent reduction of Revolving Credit Commitments of a given Facility, to the Revolving Credit Loans on a pro rata basis across all Facilities that are revolving facilities. Notwithstanding anything to the contrary in this Section 5.4 or Section 5.5, any prepayment or repricing of the Tranche B Term Loans effected after the Closing Date and on or prior to the date that is six months after the Closing Date as a result of a Repricing Transaction shall be accompanied by a fee equal to 1.00% of the principal amount of Tranche B Term Loans prepaid or repriced, unless such fee is waived by the applicable Tranche B Term Loan Lender. If in connection with a Repricing Transaction after the Closing Date and on or prior to the date that is six months after the Closing Date any Lender is replaced as a result of its being a Non-Consenting Lender in respect of such Repricing Transaction pursuant to Section 5.17 or clause (b) of the last paragraph of Section 12.1, such Lender shall be entitled to the fee provided under this Section 5.4.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at (a) At any time after the first anniversary of the Purchase Date and on or prior to the second anniversary of the Purchase Date, the Borrower shall have the right to prepay up to $100,000,000 principal amount of the Notes, together with accrued (and theretofore) unpaid interest on the principal amount prepaid plus the Prepayment Premium. (b) At any time prior to the second anniversary of the Purchase Date, the Borrower shall have the right to prepay the Notes in whole in connection with, or pursuant to, a Major Transaction, together with accrued (and theretofore) unpaid interest on the principal amount prepaid plus (i) the applicable Prepayment Premium, and (ii) an additional amount equal to the amount of interest that would have accrued from, and including, the date of prepayment to, but excluding, the second anniversary of the Purchase Date on the principal amount of the Notes outstanding immediately prior to such prepayment in excess of $100,000,000, using an interest rate for such purposes equal to the Interest Rate as of the most recent Interest Rate Determination Date prior to the date such prepayment is required to be made. (c) At any time after the second anniversary date and from time to time thereafter, the Borrower shall have the right to prepay the LoansNotes, in whole or in part, without premium or penaltytogether with accrued (and theretofore) unpaid interest on the principal amount prepaid plus, upon irrevocable if applicable, the Prepayment Premium. (d) Any prepayment in part pursuant to this Section 2.6 must be made in a minimum principal amount of [***]. If the Borrower wishes to make such a prepayment, it shall give the Purchasers notice (except as otherwise provided below) delivered in writing to that effect not later than the third Business Day prior to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in date of the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify specifying the date and amount of prepayment and whether on which the prepayment is of Eurocurrency Loans or ABR Loansto be made and the principal amount to be prepaid. Such notice shall constitute the Borrower’s irrevocable commitment to prepay that amount on that date, together with accrued (and theretofore) unpaid interest on the principal amount prepaid to but excluding the prepayment date plus, if applicable, the Prepayment Premium and any additional amounts owed under Section 2.6(b)(ii); provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice with respect to a prepayment under Section 2.6(b) or Section 2.6(c) may be contingent upon the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is givenconsummation of a financing, the amount Major Transaction or other specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereofevent.

Optional Prepayments. The Borrower and any relevant Subsidiary Any Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided belowthat, if a notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction or event, such notice may be revoked by such Borrower (by notice to the Administrative Agent) if such credit facilities do not become effective or such other issuance, transaction or event does not close or materialize, subject to the obligations of the Borrowers under Section 2.20) delivered to the Administrative Agent (which notice shall be in a form reasonably acceptable to the Administrative Agent) no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon, New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Loans or Daily Floating Rate Loans, which notice shall specify the Facility being prepaid, the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans, Daily Floating Rate Loans or ABR Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary such Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans, Daily Floating Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Term Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof and shall be applied ratably to the remaining principal amortization payments (excluding the final payment due on the maturity date of such Term Loan for purposes of calculating such ratable application). Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower Borrowers may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon at least three Business Days' irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noonby the Designated Borrower, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify 33 27 specifying the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans, Base Rate Loans or ABR Loans; a combination thereof, and, if of a combination thereof, the amount allocable to each, provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower Borrowers shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.22. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of the Term Loans shall be applied pro rata to the Tranche A Term Loans and the Tranche B Term Loans, and to the remaining installments of principal thereof pro rata in accordance with the remaining outstanding principal amounts thereof. Notwithstanding the foregoing, so long as any Tranche A Term Loans are outstanding, each Tranche B Term Loan Lender shall have the right to refuse all or any portion of any prepayment pursuant to this Section 2.11 allocable to such Lender's Tranche B Term Loans, and the amount so refused shall be applied to prepay the Tranche A Term Loans in accordance with the preceding sentence. Amounts prepaid on account of the Term Loans may not be reborrowed. Partial prepayments of Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple thereof. Partial prepayments of Swingline Swing Line Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower Borrowers may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice penalty (except as otherwise provided set forth below) ), upon notice delivered to the Administrative Agent no (a) in the case of a prepayment of Term Benchmark Loans, not later than 12:00 Noon11:00 a.m., New York City time, three Business Days prior theretobefore the date of prepayment, (b) on the same Business Day in the case of Eurocurrency ABR Loans and (c) in the case of a prepayment of RFR Loans, and no not later than 12:00 Noon11:00 a.m., New York City time, on three Business Days before the day date of such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is Type of Eurocurrency Loans or ABR Loans; to be prepaid; provided, that if a Eurocurrency Term Benchmark Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary such Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.22. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans that are ABR Loans) accrued interest to such date on the amount prepaid; provided that notwithstanding anything to the contrary contained in this Agreement, the Parent may rescind, or extend the date for prepayment specified in, any notice of prepayment under this Section 2.12, if such prepayment would have resulted from a refinancing of all or any portion of any Facility or Facilities which refinancing shall not be consummated or shall otherwise be delayed. Partial prepayments of Tranche A Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. Any optional prepayments of the Term Loans shall be applied to the remaining installments thereof as selected by the Parent (or absent any such selection in the direct order of maturity).

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may shall have the right at any time and from time to time to prepay the Loansany Borrowing, in whole or in part, without premium upon at least three Business Days' prior written or penalty, upon irrevocable fax notice (except as otherwise provided belowor telephonic notice promptly confirmed by written notice) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon, New York City time, on or written or fax notice (or telephonic notice promptly confirmed by written notice) at least one Business Day prior to the day date of such prepayment, prepayment in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior before 12:00 (noon), New York City Time; provided, however, that each partial prepayment of Loans denominated in Dollars shall be in an amount that is an integral multiple of $100,000 and not less than $500,000. (b) Optional prepayments of Term Loans shall be allocated ratably between the Term Loans and the Other Term Loans, if any, and shall be applied first, in chronological order to the specified effective dateinstallments of principal in respect of the Term Loans and Other Term Loans scheduled to be paid within 12 months after such optional prepayment and second, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and Other Term Loans. (c) if Each notice of prepayment shall specify the prepayment date and the principal amount and currency denomination of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, Borrowing by the amount specified in such notice shall be due and payable stated therein on the date specified stated therein. All prepayments under this Section 2.12 shall be subject to Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment; provided, together with (except however, that in the case of a prepayment of an ABR Revolving Loans Loan or a Swingline Loan that are ABR Loans is not made in connection with a termination of the Revolving Credit Commitments, the accrued and Swingline Loans) accrued unpaid interest on the principal amount prepaid shall be payable on the next scheduled Interest Payment Date with respect to such date on the amount prepaid. Partial prepayments of Term Loans and ABR Revolving Loans shall be in an aggregate principal amount of $1,000,000 Loan or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereofLoan.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon, New York City time, on the day of such prepaymentone (1) Business Day prior thereto, in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Base Rate Loans and if such payment is to be applied to prepay any Term Loans, the manner in which such prepayment is to be applied thereto (and if not specified such prepayment shall be applied to any Term Loans in direct order of maturity thereof); provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.203.11; provided, further, further that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by contingent on the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation occurrence of a refinancing or the consummation of a sale, transfer, lease or other disposition of assets and may be revoked or the termination notice shall date deferred if the refinancing or sale, transfer, lease or other disposition of assets does not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofoccur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Eurodollar Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Base Rate Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 or a whole multiple in excess thereof.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the LoansLoans under any Facility, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon2:00 p.m., New York City time, three (3) Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon2:00 p.m., New York City time, on the day of such prepaymentone (1) Business Day prior thereto, in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment prepayment, the applicable Facility and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Base Rate Loans and if such payment is to be applied to prepay Term Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.204.11; provided, further, that such notice to prepay may be contingent on the Loans delivered by occurrence of a refinancing or the Borrower may state that such notice is conditioned upon the effectiveness consummation of a sale, transfer, lease or other credit facilities or a Change in Control, in either case, which such notice Disposition of assets and may be revoked by or the Borrower (by further notice to termination date deferred if the Administrative Agent on refinancing or prior to the specified effective date) if such condition is sale, transfer, lease or other Disposition of assets does not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofoccur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Eurodollar Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Base Rate Loans shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 or a whole multiple in excess thereof.

Optional Prepayments. The Borrower Company and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon1:00 P.M., New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon1:00 P.M., New York City time, on the day of such prepayment, in the case of ABR Loans, in each case which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that (a) if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower Company or the relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.202.22 and (b) unless otherwise agreed to between the Company and the relevant Subsidiary Borrower, on the one hand, and the applicable Lender, on the other hand, no Competitive Loan may be prepaid without the consent of the Lender thereof except for any prepayment in connection with a Change of Control or in order to cure an Event of Default; provided, further, that such notice to prepay the Loans delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in of Control, in either case, which such notice may be revoked by the Borrower Company (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination prepayment notice shall not affect the Company’s or any relevant Subsidiary Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 2.22 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is givengiven (and not revoked as provided herein), the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount integral multiple of $1,000,000 or a whole multiple thereof1 million and no less than $25 million. Partial Optional prepayments of Swingline Converted Term Loans shall may not be in an aggregate principal amount of $100,000 or a whole multiple thereofreborrowed.

Optional Prepayments. The Borrower and any relevant Subsidiary (a) Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, at least three (3) Business Days prior thereto, thereto in the case of Eurocurrency Loans, Eurodollar Loans and no later than 12:00 Noon, New York City time, on the day of such prepayment, at least one (1) Business Day prior thereto in the case of ABR Loans (or on the same Business Day in the case of Swingline Loans), which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.17. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. The application of any prepayment pursuant to this Section 2.7 shall be made, first, to ABR Loans, and second, to Eurodollar Loans, in each case, pro rata between the Class A Revolving Loans and the Class B Revolving Loans based on each Lender’s Revolving Percentage. (b) Notwithstanding anything to the contrary in this Agreement and without limiting clause (a) of this Section 2.7, Borrower may prepay the Class B Revolving Loans, in whole but not in part, on a date not earlier than seven (7) Business Days prior to the Class B Revolving Facility Termination Date, upon irrevocable notice delivered to Administrative Agent at least ten (10) Business Days prior to the Class B Revolving Facility Termination Date, which prepayment may be made through a borrowing under the Class A Commitments so long as all of the conditions to such borrowing as set forth herein have been satisfied. Upon any such prepayment under this Section 2.7(b), the Commitments of the Class B Lenders shall terminate and the provisions of Section 2.1(c) shall be applicable.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noonnoon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noonnoon, New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, further that such notice if Initial Term Loans are prepaid pursuant to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness this Section 2.10 or Section 2.11(a) (in respect of other credit facilities or prepayments relating to Net Cash Proceeds from Indebtedness of a Change type referred to in Control, in either case, which such notice may be revoked by the Borrower clauses (by further notice to the Administrative Agent i) and (ii) below) on or prior to the specified effective datefirst anniversary of the Closing Date with amounts equal to proceeds from either (i) if any public debt issuance or (ii) any loan with a lower interest rate than the rate applicable to the Initial Term Loans, such condition is not satisfied. Notwithstanding prepayment shall be accompanied by a premium in an amount equal to 1% of the foregoing, the revocation principal amount of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofsuch prepayment. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid; provided that the Borrower may rescind or postpone any such notice of prepayment if such prepayment would have resulted from a refinancing of all the Loans and such refinancing shall not be consummated or otherwise shall be delayed. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. Prepayments of the Term Loans made pursuant to this Section 2.10 shall be applied in accordance with Section 2.17.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon11:00 A.M., New York City time, three Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon11:00 A.M., New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. (b) Notwithstanding anything to the contrary in this Section 2.10 or Section 2.11, any prepayment or repricing of the Term Loans effected on or prior to the first anniversary of the Closing Date as a result of a Repricing Event shall be accompanied by a fee equal to 1.00% of the principal amount of Term Loans prepaid or repriced, unless such fee is waived by the applicable Term Lender. If in connection with a Repricing Event on or prior to such first anniversary any Lender is replaced as a result of its being a Non-Consenting Lender in respect of such Repricing Event pursuant to Section 2.22, such Lender shall be entitled to the fee provided under this Section 2.10.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, in each case, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon4:00 P.M., New York City time, three Business Days prior theretoto the prepayment date, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon2:00 P.M., New York City time, on the day of such prepaymentprepayment date, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Loans; provided, provided that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.202.15; provided, further, that if such notice to prepay the Loans delivered by the Borrower may state of prepayment indicates that such notice prepayment is conditioned upon to be funded with the effectiveness proceeds of other credit facilities or a Change in ControlRefinancing of the Facility, in either case, which such notice of prepayment may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition Refinancing is not satisfied. Notwithstanding consummated and any Eurodollar Loan that was the foregoing, the revocation subject of a termination such notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred be continued as a consequence thereofan ABR Loan. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. (b) Notwithstanding anything herein to the contrary, in the event that, on or prior to the date that is six months after the Amendment No. Partial prepayments 34 Effective Date, the Borrower (x) makes any prepayment of Swingline Loans with the proceeds of any Repricing Transaction described under clause (i) of the definition of Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction under clause (ii) of the definition of Repricing Transaction, the Borrower shall be on the date of such prepayment or amendment, as applicable, pay to each Lender (I) in an aggregate the case of such clause (x), 1.00% of the principal amount of $100,000 or a whole multiple thereofthe Loans so prepaid and (II) in the case of such clause (y), 1.00% of the aggregate amount of the Loans affected by such Repricing Transaction and outstanding on the effective date of such amendment.

Optional Prepayments. The Borrower and or any relevant Regular Subsidiary Borrower may may, at any time and from time to time prepay the LoansLoans under any Revolving Facility made to it hereunder, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, (which written notice must be made by telecopy): (1) on the day date of such prepayment, in the case of ABR Loans, Loans (which notice shall specify must be received by the Administrative Agent prior to 1:00 P.M., New York City time), (2) three Business Days prior to the date of such prepayment, in the case of LIBOR Loans in Dollars (which notice must be received by the Administrative Agent prior to 1:00 P.M., New York City time) and (3) three Business Days prior to the date of such prepayment, in the case of LIBOR Loans in euros or any other Optional Currency (which notice must be received by 1:00 P.M., London time), specifying the date and amount of prepayment prepayment, the relevant Revolving Facility and whether the prepayment is of Eurocurrency LIBOR Loans, ABR Loans or ABR Loans; provideda combination thereof, that and, if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretocombination thereof, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant amount of prepayment allocable to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereofeach. If any such notice is given, the Borrower or the relevant Regular Subsidiary Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof (or in the case of a LIBOR borrowing in euros or any other Optional Currency, the Dollar Equivalent thereof. Partial prepayments of Swingline Loans ), provided that unless a LIBOR Loan is prepaid in full, no prepayment shall be in an made if, after giving effect to such prepayment, the aggregate principal amount of LIBOR Loans in Dollars outstanding with respect to which a common Interest Period has been selected shall be less than $100,000 1,000,000 or, in the case of LIBOR Loans in euros or such other Optional Currency, after giving effect to such prepayment, the aggregate principal amount of LIBOR Loans in such other Optional Currency outstanding with respect to which a whole multiple common Interest Period has been selected shall be less than $2,500,000 or the Non-Dollar Currency Equivalent thereof.