Common use of Optional Prepayments Clause in Contracts

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 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 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Borrower mayBorrowers shall have the right at any time and from time to time to prepay any Borrowing, upon in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than 11:00 a.m. not less than three Business Days prior to any such prepayment of LIBOR Rate Loans or, in the case of a Borrowing of Base Rate Loans or Swing Loans bearing interest at the Swing Line Lender’s Quoted Rate, notice delivered by the Borrower, at any time or from time Borrowers to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to 11:00 a.m. on the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstandingprepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Class(es) and Type(s) principal amount of Loans each Borrowing or portion thereof to be prepaid. The Upon receipt of any such notice, the Administrative Agent will shall promptly notify each Appropriate affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s Applicable Percentage applicable Pro Rata Share of any such prepayment. If such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified therein. Any prepayment designated in such notice and, in the case of a Eurocurrency LIBOR Rate Loan shall be accompanied by Loans, all accrued interest thereonto such date on the amount so prepaid in accordance with Section 2.12(b); provided that if a Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, together with any additional the Borrowers shall also pay all amounts required pursuant to Section 3.042.18. Partial prepayments shall be in an aggregate amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; provided, that the amount remaining outstanding shall be in an amount not less than required by Section 2.6. Each prepayment of the Loans pursuant to this Section 2.03(a) a Borrowing shall be applied ratably to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time Loans comprising such Borrowing. A notice of such prepayment, such prepayment received after 11:00 a.m. shall be applied against deemed received on the scheduled repayments next Business Day. All prepayments of Term LIBOR Rate Loans of the relevant Class under this Section 2.05 in the indirect order of maturity) and 2.10 shall be paid accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) date of prepayment. Notwithstanding anything to the contrary contained in this Agreementforegoing, the Borrower may rescind any notice of prepayment delivered by the Borrowers may state that such notice is conditioned upon the effectiveness of one or more other transactions, in which case such notice may be revoked (subject to the payment of amounts due under Section 2.03(a2.18) by the Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such prepayment would have resulted from a refinancing condition is not satisfied, so long as notice of such revocation is delivered to the applicable Facility, which refinancing shall not be consummated Administrative Agent no later than the Business Day (or shall otherwise be delayedsuch shorter period as the Administrative Agent may agree) prior to the proposed date of prepayment.

Optional Prepayments. (i) The Borrower mayBorrowers may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (provided that any such notice may be conditioned on the occurrence of a transaction or other event and, if such condition is not satisfied on or prior to the date of such prepayment, may be revoked by the Parent Borrower in a written notice to the Administrative Agent by the Borrower, at any time or from time Agent) delivered to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (Aa) at least three (3) Business Days prior to any date of prepayment thereto, in the case of Eurocurrency Rate Loans denominated in Dollars, (b) at least five Business Days prior thereto, in the case of Eurocurrency Loans denominated in any Optional Currency, and (Bc) at least one Business Day prior to thereto, in the date case of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000ABR Loans, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurocurrency Loans 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 respective Borrower shall also pay any amounts owing pursuant to be prepaidSection 2.21. The Upon receipt of any such notice the Administrative Agent will shall promptly notify each Appropriate relevant Lender of its receipt of each such noticethereof. Subject to the parenthetical contained in the preceding sentence, and of the amount of such Lender’s Applicable Percentage of such prepayment. If if any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant (except in the case of Revolving Credit Loans that are ABR Loans and Swingline Loans) accrued interest to Section 3.04such date on the amount prepaid. Each prepayment Partial prepayments of the Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 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. Amounts to be applied in connection with prepayments of Term Loans made pursuant to this Section 2.03(a) 2.11 shall be applied to remaining installments of the installments thereof Term Loans as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable PercentagesParent Borrower. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the Borrower, at any time or from time to time on any Business Day but no more than once during any calendar week, voluntarily prepay any Borrowing of any Class Advances in whole or in part part, without premium penalty or penalty (except as set forth in Section 2.03(e))premium; provided that the Borrower shall have delivered to the Collateral Agent and the Administrative Agent written notice of such prepayment (such notice, a “Notice of Prepayment”) in the form of Exhibit B not later than 3:00 p.m. at least one (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the day of such prepayment (provided that same day notice may be given to cure any non-compliance with the Maximum Advance Rate Test). Each such Notice of Prepayment shall be irrevocable and effective upon receipt and shall be dated the date such notice is being given, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. Further, each such Notice of Prepayment shall specify the Borrowing(s) and the related Tranche Period(s) for which such prepayment shall be applied to; provided that, if no Borrowing or Borrowings are so specified in such Notice of Prepayment, then the Borrower shall be deemed to have selected to apply such prepayment first, to the Borrowing or Borrowings with Tranche Periods of one month duration, if any, until repaid in full, then, to the Borrowing or Borrowings with Tranche Periods of three months duration, if any. If no Tranche Period is specified in a Notice of Borrowing, then the Borrower shall be deemed to have selected a Tranche Period of three months duration. Each prepayment of Base any Advance by the Borrower pursuant to this Section 2.05(a) (other than a prepayment made in order to cure any non-compliance with the Maximum Advance Rate Loans and (2Test) any prepayment of Eurocurrency Rate Loans shall in each case be in a principal amount of at least $1,000,000500,000 or, or a whole multiple of the Borrowing Multiple in excess thereofif less, or the entire outstanding principal amount of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and Advances of the Borrower or, in the case of Revolving Loans and Delayed Drawdown Loans, such lesser amount of such Lender’s Applicable Percentage of such prepaymentas is paid by the applicable Obligor in respect thereof. If such notice a Notice of Prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. The Borrower shall make the payment amount specified in such notice by wire transfer of immediately available funds by 2:00 p.m. to the Agent’s Account. The Administrative Agent promptly will make such payment amount specified in such notice available to each Lender in the amount of each Lender’s Percentage of the payment amount by wire transfer to such Lender’s account. Any prepayment funds for purposes of a Eurocurrency Rate Loan voluntary prepayment received by the Administrative Agent after 2:00 p.m. shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. Each prepayment of deemed received on the Loans pursuant to this Section 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentagesnext Business Day. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Borrower may, upon written notice delivery of a Notice of Loan Prepayment to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e))penalty; provided that (1i) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) 11:00 a.m. three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Term SOFR Loans and (B) 1:00 p.m. one (1) Business Day prior to the date of prepayment of Base Rate Loans and Loans, (2ii) any prepayment of Eurocurrency Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000, 500,000 or a whole multiple of the Borrowing Multiple $100,000 in excess thereofthereof or, or in each case, the entire principal amount of such Borrowing thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Term SOFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04, if applicable. Each prepayment of the Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments repayments, if applicable, of Term Loans of the relevant Class under Section 2.05 2.07 in the indirect direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a2.05(a) if such prepayment would have resulted from is conditioned upon the consummation of a refinancing of all of the applicable FacilityFacilities then outstanding or other transaction, which refinancing or other transaction shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e2.05(a)(iii)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time Local Time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to on the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereofthereof or, or in each case, the entire principal amount of such Borrowing thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 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 2.03(a2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied to prepay the Term Loans on a pro rata basis across Classes and pro rata among Lenders within each Class in accordance with the respective outstanding principal amounts thereof (which prepayments shall be applied to against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 2.07 in the indirect direct order of maturity)) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a2.05(a) if such prepayment would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or shall otherwise be delayed. (iii) In the event that, on or prior to the date that is six (6) months after the Closing Date, the Borrower (i) makes any prepayment of Term B Loans in connection with any Repricing Event or (ii) effects any amendment of this Agreement resulting in a Repricing Event, the Borrower shall pay or cause to be paid to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the amount of the Term B Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Term B Loans outstanding immediately prior to such amendment.

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e2.05(a)(iii)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time Local Time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to on the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereofthereof or, or in each case, the entire principal amount of such Borrowing thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 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 2.03(a2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied to prepay the Term Loans on a pro rata basis across Classes and pro rata among Lenders within each Class in accordance with the respective outstanding principal amounts thereof (which prepayments shall be applied to against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 2.07 in the indirect direct order of maturity)) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a2.05(a) if such prepayment would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or shall otherwise be delayed. (iii) In the event that, on or prior to the date that is six (6) months after the Term Loan Closing Date, the Borrower (i) makes any prepayment of Term B Loans in connection with any Repricing Event or (ii) effects any amendment of this Agreement resulting in a Repricing Event, the Borrower shall pay or cause to be paid to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the amount of the Term B Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Term B Loans outstanding immediately prior to such amendment.

Optional Prepayments. (i) The Borrower may, upon written notice shall have the right to prepay the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay any Borrowing of any Class Term Loan in whole or in part without premium or penalty (except as set forth in Section 2.03(e))from time to time; provided provided, however, that (1i) 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 notice must 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 received required by the Administrative Agent to the extent the Borrower encumbers, enters into a sale-leaseback arrangement or otherwise disposes of properties not later than 1:00 p.m.constituting Collateral with a fair market value in excess of $125,000,000), New York City time (A) 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 (3) Business Days prior to any date Days’ irrevocable notice in the case of prepayment of Eurocurrency LIBOR Rate Loans and (B) one Business Day prior 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 of prepayment of 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 (2) any prepayment of Eurocurrency then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be in a subject to Section 2.13, but otherwise without premium or penalty. Interest on the principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice prepaid shall be due and payable on the date specified therein. Any prepayment next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of a Eurocurrency Rate Loan the Administrative Agent, interest on the principal amount prepaid shall be accompanied by all accrued interest thereon, together with payable on any additional amounts required pursuant to Section 3.04date that a prepayment is made hereunder through the date of prepayment. Each prepayment of Amounts prepaid on the Loans pursuant to this Section 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower Loan may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayedreborrowed.

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent (including in any form on an electronic platform or electronic transmission system as shall be approved by the BorrowerAdministrative Agent), at any time or from time to time voluntarily prepay any Borrowing of any Class Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth in Section 2.03(e)below); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time 11:00 a.m. (A) three (3) Business Days Days’ prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans Loans, and (B) one Business Day prior to on the date of prepayment of Base Rate Loans and or LIBOR Daily Floating Rate Loans; (2) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a principal amount of $1,000,000, 500,000 or a whole multiple of the Borrowing Multiple $100,000 in excess thereof; and (3) any prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, or in each case, the entire principal amount of such Borrowing thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid; provided that such prepayment and notice may be conditioned on the consummation of a financing or other transaction or any other event. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, unless such notice is conditional, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04‎Section 3.05. Each prepayment of the Term Loans pursuant to this Section 2.03(a‎Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class class under Section 2.05 Sections ‎2.07(a) and ‎(b) in the indirect direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a‎Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (ia) The Borrower mayshall have the right, upon written notice at its election, to prepay the Administrative Agent by outstanding amount of the BorrowerRevolving Credit Loans and Swing Loans, as a whole or in part, at any time without penalty or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e))premium; provided provided, that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) if any prepayment of Eurocurrency Rate Loans shall be in a principal the outstanding amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency any Revolving Credit LIBOR 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 2.03(a) shall be applied to §3.3 is made on a date that is not the installments thereof as directed by last day of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepaymentInterest Period relating thereto, such prepayment shall be applied against accompanied by the scheduled repayments payment of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid any amounts due pursuant to the Appropriate Lenders in accordance with their respective Applicable Percentages§4.8. (iib) Notwithstanding anything The Borrower shall have the right, at its election, to prepay the contrary contained outstanding amount of the Term Loans, as a whole or in this Agreementpart, at any time without penalty or premium except as otherwise provided herein. In connection with any prepayment of the Term Loan permitted hereunder (or accepted with the approval of the Term Loan Lenders) during the Prepayment Period, the Borrower shall pay Agent for the account of the Term Loan Lenders any sums that may rescind be due under §4.8 and a prepayment fee in an amount equal to one half of one percent (0.5%) of the amount of the Term Loans prepaid if prepayment occurs prior to the expiration of the Prepayment Period. No prepayment fees shall be due on prepayments made after the expiration of the Prepayment Period. Under any notice and all circumstances where all or any portion of the Term Loans is paid prior to the expiration of the Prepayment Period, whether such prepayment under Section 2.03(a) is voluntary or involuntary, even if such prepayment would have resulted results from a refinancing Agent’s or the Lenders’ exercise of its rights upon the occurrence of an Event of Default and acceleration of the Revolving Credit Maturity Date or the Term Loan Maturity Date (irrespective of whether foreclosure proceedings have been commenced), the Borrower shall to the extent permitted by applicable Facilitylaw pay to the Lenders the prepayment fee calculated as provided above, which refinancing prepayment fee shall not be consummated in addition to any other sums due hereunder or under any of the other Loan Documents. No tender of a prepayment of the Term Loans with respect to which a prepayment fee is due shall otherwise be delayedeffective unless such prepayment is accompanied by the prepayment fee. (c) The Borrower shall give the Agent, no later than 10:00 a.m. (Cleveland time) at least three (3) days prior written notice of any prepayment pursuant to this §3.3, in each case specifying the proposed date of prepayment of the Loans and the principal amount to be prepaid (provided that any such notice may be revoked or modified upon one (1) day’s prior notice to the Agent). Notwithstanding the foregoing, no prior notice shall be required for the prepayment of any Swing Loan.

Optional Prepayments. (i) The Borrower mayCompany shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to the requirements of paragraph (b) of this Section 2.08 and Section 2.13. (ii) The Company shall notify the Administrative Agent by telephone (confirmed by telecopy) or in writing of any prepayment under paragraph (a) of this Section 2.08: (1) in the case of prepayment of any Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment (which shall be a Business Day) or (2) in the case of prepayment of any ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of prepayment (which shall be a Business Day). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, a notice of prepayment may state that such notice is conditioned upon written the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Company (by notice to the Administrative Agent by on or prior to the Borrower, at any time or from time to time voluntarily prepay any Borrowing specified effective date) if such condition is not satisfied. Promptly following receipt of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e)); provided that (1) such notice must be received by relating to a Borrowing, the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date shall advise the relevant Lenders of the contents thereof. Each partial optional prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans Borrowing shall be in an amount that would be permitted in the case of a principal amount of $1,000,000, or a whole multiple Borrowing of the Borrowing Multiple same Type as provided in excess thereof, or the entire principal amount of such Borrowing then outstandingSection 2.02. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by all accrued interest thereonto the extent required by Section 2.10, together with any additional amounts required amounts, if any, payable pursuant to Section 3.04. Each prepayment of the Loans pursuant to this Section 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages2.13. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e)penalty); provided that provided, that, (1) such notice must be received by the Administrative Agent not later than (A) 1:00 p.m., New York City time (A) three (3) U.S. Government Securities Business Days prior to any date of prepayment of Eurocurrency Rate SOFR Loans and (B) 1:00 p.m., one (1) Business Day prior to the date of prepayment of Base Rate Loans and Loans, (2) any prepayment of Eurocurrency SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000, 500,000 or a whole multiple of the Borrowing Multiple $100,000 in excess thereofthereof or, or in each case, the entire principal amount of such Borrowing thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate SOFR 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 2.03(a2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 2.07 in the indirect direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) The Borrower may, upon written notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that, (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment or change the date of any such prepayment under Section 2.03(a2.05(a) if such prepayment would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Borrower maymay at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon written irrevocable notice delivered to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e)); provided that (1) such notice must be received by the Administrative Agent not no later than 1:00 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Term Benchmark Loans, and no later than 2:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) time, one Business Day prior to thereto, in the date case of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000ABR Loans, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Term Benchmark Loans to be prepaidor ABR Loans. The Upon receipt of any such notice the Administrative Agent will shall promptly notify each Appropriate relevant Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepaymentthereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any additional amounts required pursuant notice of 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 3.042.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of the Loans pursuant to under this Section 2.03(aclause (a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans in full of the relevant Class under Section 2.05 in aggregate principal amount and any accrued but unpaid interest with respect to the indirect order of maturity) 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 paid accompanied by accrued interest and fees on the amount prepaid to the Appropriate Lenders date fixed for prepayment plus, in accordance with their respective Applicable Percentages. (ii) Notwithstanding anything the case of any Term Benchmark Loans that are prepaid on any day other than the last day of the Interest Period applicable to the contrary contained in this Agreementit, the Borrower may rescind shall pay any notice of prepayment under amounts due to the Lenders as a result thereof pursuant to Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed2.17.

Optional Prepayments. (ia) The Borrower may, upon written notice to shall have the Administrative Agent by the Borrower, right at any time or and from time to time voluntarily to prepay any Borrowing of any Class Borrowing, in whole or in part without premium part, upon at least three Business Days’ prior written or penalty fax notice (except as set forth or telephonic notice promptly confirmed by written notice) in Section 2.03(e)); provided that the case of Eurodollar Loans, or written or fax notice (1or telephonic notice promptly confirmed by written notice) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) at least one Business Day prior to the date of prepayment in the case of Base Rate Loans ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $500,000. (2b) any prepayment Optional prepayments of Eurocurrency Rate Term Loans shall be allocated ratably between the Term Loans and the Other Term Loans, if any, and shall be applied first, in a chronological order to the installments 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) Each notice of prepayment shall specify the prepayment date and the principal amount of $1,000,000, each Borrowing (or a whole multiple of the Borrowing Multiple in excess portion thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each , shall be irrevocable and shall commit the Borrower to prepay such notice, and of Borrowing by the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable stated therein on the date specified stated therein. Any prepayment of a Eurocurrency Rate Loan All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by all accrued and unpaid interest thereonon the principal amount to be prepaid to but excluding the date of payment; provided, together with any additional amounts required pursuant to Section 3.04. Each however, that in the case of a prepayment of an ABR Revolving Loan or a Swingline Loan that is not made in connection with a termination of the Loans pursuant to this Section 2.03(a) Revolving Credit Commitments, the accrued and unpaid interest on the principal amount prepaid shall be applied payable on the next scheduled Interest Payment Date with respect to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable PercentagesABR Revolving Loan or Swingline Loan. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay any Borrowing of any Class Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth in Section 2.03(e)below); provided that (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) one Business Day prior to on the date of prepayment of Base Rate Loans and Loans, (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a principal amount of $1,000,000, 1,000,000 or a whole multiple of the Borrowing Multiple $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount of such Borrowing thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentthe relevant Facility and Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.043.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 2.07(a) in the indirect direct order of maturity) and shall be paid to the Appropriate Lenders Lenders, subject to Section 2.16, in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities and Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, (i) on or prior to the first anniversary of the Closing Date, the Borrower (a) makes any prepayment of Term B Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, a prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment or (ii) on or prior to the six month anniversary of the Second Incremental Amendment Closing Date, the Borrower (a) makes any prepayment of Term B-2 Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, a prepayment premium equal to 1% of the amount of the Term B-2 Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B-2 Lenders to such amendment whose Term B-2 Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B-2 Loans of such non-consenting Term B-2 Lenders outstanding immediately prior to such amendment. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may may, subject to Section 3.05, rescind any notice of prepayment under Section 2.03(a2.05(a) if such prepayment would have resulted from a refinancing of all of the applicable FacilityFacilities and Incremental Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The In addition to the prepayment of the Advances on any Payment Date pursuant to the Priority of Payments, the Borrower may, upon written notice to the Administrative Agent by the Borrower, at any time or from time to time on any Business Day, voluntarily prepay any Borrowing of any Class Advances in whole or in part without premium or penalty (except as set forth in part, together with all Interest accrued thereon, subject to Section 2.03(e))2.10; provided that (1) such notice must be received by the Borrower shall have delivered to the Collateral Agent and the Administrative Agent written notice of such prepayment (such notice, a “Notice of Prepayment”) not later than 1:00 p.m., 10:00 a.m. (New York City time (Atime) three (3) on such Business Days prior to any date Day. Each such Notice of prepayment of Eurocurrency Rate Loans Prepayment shall be irrevocable and (B) one Business Day prior to effective upon receipt and shall be dated the date such notice is being given, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. Each prepayment by the Borrower of Base Rate Loans and any Advance pursuant to this Section 2.05(a) (2) other than any prepayment of Eurocurrency Rate Loans the Advances on any Payment Date pursuant to the Priority of Payments) shall in each case be in a principal amount of at least $1,000,000500,000 or, or a whole multiple of the Borrowing Multiple in excess thereofif less, or the entire outstanding principal amount of the Advances Outstanding or, in the case of any prepayment of Advances with the proceeds of a prepayment or repayment of principal of Collateral Loans, such Borrowing then outstanding. Each such notice shall specify lesser amount as is paid by the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepaymentapplicable Obligor in respect thereof. If such notice a Notice of Prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. The Borrower shall make the payment amount specified in such notice by wire transfer of immediately available funds by 2:00 p.m. (New York time) to the deposit account specified by the Administrative Agent from time to time in writing. The Administrative Agent promptly will make such payment amount specified in such notice available to each Lender in the amount of each Lender’s Percentage of the payment amount by wire transfer to such ▇▇▇▇▇▇’s account. Any prepayment funds for purposes of a Eurocurrency Rate Loan voluntary prepayment received by the Administrative Agent after 2:00 p.m. (New York time) shall be accompanied by all accrued interest thereondeemed received on the next Business Day. For the avoidance of doubt, together with any additional amounts required pursuant to Section 3.04. Each the prepayment of the Loans Advances on any Payment Date pursuant to this Section 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time Priority of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing Payments shall not be consummated subject to any notice, minimum amount, or shall otherwise be delayedfunding and payment location requirements hereunder.

Optional Prepayments. (i) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing at par in whole or in part, subject to the procedures of this Section. Subject to Section 2.20, prior to any optional prepayment of Borrowings pursuant to this Section 2.09(a)(i), the Company shall select the Borrowing or Borrowings (including the Class) to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. Any prepayment of a Borrowing of any Class of Term Loans pursuant to this Section 2.09(a)(i) shall be applied to reduce the subsequent scheduled and outstanding repayments of such Borrowings of such Class to be made pursuant to this Section as directed by the applicable Borrower may(or, upon absent such direction, in direct order of maturity). Notwithstanding the foregoing, in the event that, on or prior to the six-month anniversary of the Restatement Effective Date, 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, the Borrowers shall pay to the Administrative Agent, for the ratable account of each applicable Term B Lender, (I) in the case of clause (x), a prepayment premium of 1% of the aggregate principal amount of the Term B Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Term B Loans outstanding immediately prior to such amendment. (ii) Notwithstanding anything to the contrary in Section 2.09(a)(i), so long as no Default has occurred and is continuing, and no proceeds of Revolving Credit Loans are used for such purpose, any Borrower may prepay, at a discount to the par value thereof (or at any other price established through the procedures described in this Section 2.09(a)(ii)), Term Loans of any Class of Lenders who consent to such prepayment by offering to prepay such Term Loans from each Lender holding such Term Loans (any such payment, an “Offered Range Voluntary Prepayment”) by providing written notice to the Administrative Agent substantially in the form of Exhibit H hereto that such Borrower is offering to prepay such Term Loans at a discount to par (or such other price as shall be established) (such notice, an “Offered Range Prepayment Option Notice”) and specifying the Class or Classes of Term Loans to which such offer is being made; the aggregate amount of consideration to be utilized for such prepayment (such amount, to be no less than $10,000,000, the “Proposed Offered Range Prepayment Amount”), specifying a price or price range, expressed as a percentage of par value (the “Proposed Range”), and specifying the date upon which the Lenders are required to indicate their election with respect to the prepayment (such date, to be no less than five Business Days after the date upon which the applicable Borrower provides the Offered Range Prepayment Option Notice to the Administrative Agent, the “Acceptance Date”). Upon receiving the Offered Range Prepayment Option Notice, the Administrative Agent shall promptly notify the applicable Lenders thereof, and any Lender wishing to have its Term Loans of the applicable Class prepaid pursuant to such offer shall, on or prior to the Acceptance Date, specify by written notice substantially in the form of Exhibit I hereto (each, a “Lender Participation Notice”) to the Administrative Agent (A) the lowest purchase price (the “Acceptable Purchase Price”) within the Proposed Range and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Term Loans of the applicable Class held by such Lender with respect to which such Lender is willing to permit an Offered Range Voluntary Prepayment at the Acceptable Purchase Price (“Offered Loans”). Based on the Acceptable Purchase Prices and principal amounts of Term Loans of the applicable Class specified by the Lenders in the applicable Lender Participation Notices, the Administrative Agent, in consultation with the applicable Borrower, shall determine the applicable purchase price for Term Loans (the “Applicable Purchase Price”), which Applicable Purchase Price shall be (A) the purchase price specified by the applicable Borrower if such Borrower has selected a single purchase price pursuant to this Section 2.09(a)(ii) for the Proposed Range or (B) otherwise, the lowest Acceptable Purchase Price at which such Borrower may pay the Proposed Offered Range Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the lowest Acceptable Purchase Price); provided, however, that in the event that such Proposed Offered Range Prepayment Amount cannot be repaid in full at any time or from time Acceptable Purchase Price, the Applicable Purchase Price shall be the highest Acceptable Purchase Price specified by the Lenders that is within the Proposed Range. The Applicable Purchase Price shall be applicable for all Lenders who have offered to time voluntarily prepay any Borrowing participate in the Offered Range Voluntary Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Term Loans of the applicable Class 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 Range Voluntary Prepayment of any of its Term Loans of the applicable Class at any price within the Proposed Range. The applicable Borrower shall make an Offered Range Voluntary Prepayment by prepaying those Term Loans (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Purchase Price that is equal to or less than the Applicable Purchase Price (“Qualifying Loans”) at the Applicable Purchase 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 Range Prepayment Amount, such amounts in whole each case calculated at the Applicable Purchase Price, such 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 Range Prepayment Amount, such amounts in each case calculated at the Applicable Purchase Price, the applicable Borrower shall prepay all Qualifying Loans. Each Offered Range Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or in part such later date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Purchase Price and determine the amount and holders of Qualifying Loans), without premium or penalty (except as set forth but subject to Section 2.15), upon irrevocable notice substantially in Section 2.03(ethe form of Exhibit J hereto (each an “Offered Range Voluntary Prepayment Notice”)); provided that (1) such notice must be received by , delivered to the Administrative Agent not no later than 1:00 p.m., New York City time (A) time, three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000such Offered Range Voluntary Prepayment, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such which notice shall specify the date and amount of such prepayment the Offered Range Voluntary Prepayment and the Class(es) and Type(s) Applicable Purchase Price determined by the Administrative Agent. Upon receipt of Loans to be prepaid. The any Offered Range Voluntary Prepayment Notice the Administrative Agent will shall promptly notify each Appropriate relevant Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepaymentthereof. If such notice any Offered Range Voluntary Prepayment Notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Purchase Price for the applicable Loans, on the date specified thereintherein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. 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 principal pursuant to this Section 2.03(a2.09(a)(ii) shall be applied pro rata to reduce the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time amortization payments of such prepayment, such prepayment shall be applied against the scheduled repayments Class of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable PercentagesLoans. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Borrower Subject to Section 3.04, the Company may, upon written notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay any Borrowing of any Class Loans it designates in whole or in part without premium or penalty (except as set forth in Section 2.03(e)); provided that (1) such part. All Loans within a given Tranche must be ratably prepaid. The Company shall deliver by Requisite Notice a notice of any prepayment hereunder which must be received by the Administrative Agent not later than 1:00 p.m., New York City time 9:00 a.m. (ASan Francisco time) at least (a) three (3) Business Days prior to any the date of prepayment in the case of Eurocurrency prepayment of any Eurodollar Rate Loans Loans; and (Bb) one Business Day prior to the date of prepayment in the case of prepayment of any Base Rate Loans, specifying: (i) the amount of the prepayment, which shall be in an aggregate minimum principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof; (ii) the date of prepayment, (iii) whether such prepayment is of Base Rate Loans or Eurodollar Rate Loans, or any combination thereof and (2iv) any the Tranche under which such prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstandingis being made. Each such Such notice shall specify not thereafter be revocable by the date and amount of such prepayment Company and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, under the affected Tranche and of the amount of such Lender’s Applicable Percentage 's ratable share of such prepayment. If such notice is given by the Borrowergiven, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any in such notice, together with, in the case of a prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all Loans, accrued interest thereon, together with any additional to each such date on the amount prepaid and the amounts required pursuant to Section 3.04. Each prepayment Any prepayments of the Term Loans pursuant to this Section 2.03(a) under any Tranche shall be applied ratably to all Term Loans outstanding under that Tranche and to the remaining unpaid installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of all Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentagessuch Tranche. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (ia) The Borrower may, upon written notice to shall have the Administrative Agent by the Borrower, right at any time or and from time to time voluntarily to prepay any Borrowing of any Class the Term Loan, in whole or in part part, without premium or penalty penalty, by giving irrevocable written notice (except as set forth or telephonic notice promptly confirmed in Section 2.03(e)); provided that (1writing) such notice must be received by to the Administrative Agent not no later than 1:00 p.m., New York City time (A) 11:00 a.m. not less than three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstandingprepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Class(es) and Type(s) principal amount of Loans the Term Loan or portion thereof to be prepaid. The Administrative Upon receipt of any such notice, the Agent will shall promptly notify each Appropriate Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of any such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment Such 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 thereondesignated in such notice, together with any additional accrued interest to such date on the amount so prepaid in accordance with Section 2.07; provided, that if the Term Loan 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 3.04. Each prepayment 2.13. (b) Unless a Default or an Event of Default has occurred and is continuing, any prepayments made by the Loans Borrower pursuant to this Section 2.03(a2.05 (a) above shall be applied as follows: first, to the installments thereof as directed by Agent's fees and reimbursable expenses then due and payable pursuant to any of the Borrower (it being understood Loan Documents; second, to all fees and agreed that if reimbursable expenses of the Borrower does not so direct at Lenders then due and payable pursuant to any of the time Loan Documents, pro rata to the Lenders based on their respective Pro Rata Shares of such prepaymentexpenses; third, such prepayment shall be applied against to interest then due and payable on the scheduled repayments of Term Loans Loan, pro rata to the Lenders based on their respective Pro Rata Shares of the relevant Class under Section 2.05 in the indirect order of maturity) Term Loan; and shall be paid fourth, to the Appropriate principal balance of the Term Loan, until the same shall have been paid in full, pro rata to the Lenders in accordance with based on their respective Applicable Percentages. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing Pro Rata Shares of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayedTerm Loan.

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) U.S. Government Securities Business Days prior to any date of prepayment of Eurocurrency Rate SOFR Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate SOFR Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate SOFR 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 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Upon prior notice in accordance with paragraph (a)(iii) of this Section, any Borrower may, upon written notice to (or the Administrative Agent by Top Borrower on behalf of any Borrower) shall have the Borrower, right at any time or and from time to time voluntarily to prepay any Borrowing of Loans of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time but subject (A) three (3in the case of Borrowings of Initial Term Loans only, to Section 2.12(c) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior if applicable, to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstandingSection 2.16). Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 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 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable PercentagesPercentages of the relevant Class. (ii) Notwithstanding anything [Reserved]. (iii) The relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) shall notify the Administrative Agent in writing of any prepayment under this Section 2.11(a) (i) in the case of any prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (ii) in the case of any prepayment of any ABR Borrowing, not later than 11:00 a.m. on the day of prepayment (or, such later time as to which the contrary contained Administrative Agent may agree). Each such notice shall be irrevocable (except as set forth in the proviso to this Agreement, sentence) and shall specify the Borrower may rescind prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that any notice of prepayment under Section 2.03(adelivered by any Borrower (or the Top Borrower on behalf of any Borrower) may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) (by notice to the Administrative Agent on or prior to the specified effective date) if such prepayment would have resulted from a refinancing condition is not satisfied. Promptly following receipt of any such notice relating to any Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of a Borrowing of the same Type and Class as provided in Section 2.02(c), or such lesser amount that is then outstanding with respect to such Borrowing being repaid (and in increments of $100,000 in excess thereof or such lesser incremental amount that is then outstanding with respect to such Borrowing being repaid). Each prepayment of Term Loans shall be applied to the Class of Loans specified in the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayedprepayment notice.

Optional Prepayments. (ia) The At any time to but excluding the Initial Maturity Date, the Borrower may, upon written at least ten Business Days' prior notice to the Administrative Agent by Lender stating the Borrowerproposed date and aggregate principal amount of the prepayment, at any time or from time to time voluntarily prepay any Borrowing the outstanding principal amount of any Class the Term Loans, in whole or in part part, together with accrued and unpaid interest to the date of such prepayment on the principal amount prepaid; provided, however, that on the date of such prepayment the Borrower shall pay to the Lender an amount calculated to compensate the Lender on the same basis as if the prepaid amount of the Term Loan was outstanding through the Initial Maturity Date and bearing interest from the date of prepayment to the Initial Maturity Date at a rate of 10% per annum. If the Borrower has exercised its right to extend the Maturity Date to the third anniversary of the Closing Date under Section 2.3(b), it may at any time after the Initial Maturity Date, upon at least 10 Business Days' prior notice to the Lender, prepay in full or in part, without any premium or penalty (except as set forth in other than amounts owing pursuant to Section 2.03(e2.11(b)); provided that (1, the Term Loans. Any prepayment shall be made ratably in respect of the Term Loans. The Borrower shall also pay any amounts owing pursuant to Section 2.11(b) as a result of exercising any of its rights under this Section 2.5. Upon the giving of such notice must be received by of prepayment, the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Term Loans specified to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower prepaid shall make such prepayment and the payment amount specified in such notice shall be become due and payable on the date specified therein. Any prepayment of a 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 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of for such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (iib) Notwithstanding anything The Borrower shall have no right to optionally prepay the contrary contained principal amount of any Term Loan other than as provided in this AgreementSection 2.5. Amounts of any Term Loan prepaid, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayedreborrowed.

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay any Borrowing of any Class Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth in Section 2.03(e)below); provided that (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) one Business Day prior to on the date of prepayment of Base Rate Loans and Loans, (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a principal amount of $1,000,000, 1,000,000 or a whole multiple of the Borrowing Multiple $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount of such Borrowing thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentthe relevant Facility and Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.043.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 2.07(a) in the indirect direct order of maturity) and shall be paid to the Appropriate Lenders Lenders, subject to Section 2.16, in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities and Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, (i) on or prior to the first anniversary of the Closing Date, the Borrower (a) makes any prepayment of Term B Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, a prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment or (ii) on or prior to the six month anniversary of the Second Incremental Amendment Closing Date, the Borrower (a) makes any prepayment of Term B-2 Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, a prepayment premium equal to 1% of the amount of the Term B-2 Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B-2 Lenders to such amendment whose Term B-2 Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B-2 Loans of such non-consenting Term B-2 Lenders outstanding immediately prior to such amendment. (ii) Intentionally Left Blank. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may may, subject to Section 3.05, rescind any notice of prepayment under Section 2.03(a2.05(a) if such prepayment would have resulted from a refinancing of all of the applicable FacilityFacilities and Incremental Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Each Borrower may, upon written notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay any Borrowing of any Class Loans made to it in whole or in part without premium or penalty (except as set forth in Section 2.03(e))penalty; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m.(x) in the case of the German Borrower, 10:00 a.m., New York City time time, (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to on the date of prepayment of Base Rate Loans and (y) in the case of the Maltese Borrower, 12:00 noon, London time, three Business Days prior to any date of prepayment; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, 1,000,000 or a whole multiple of the Borrowing Multiple $500,000 in excess thereof; (3) any prepayment of Base Rate Loans or Overnight LIBO Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, or in the case of each of clauses (2) and (3), the entire principal amount of such Borrowing thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with thereon and any additional amounts required pursuant to Section 3.043.05. Each prepayment of the Loans pursuant to this Section 2.03(a2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. At the applicable Borrower’s election in connection with any prepayment pursuant to this Section 2.05(a), such prepayment shall not be applied to any Loan of a Defaulting Lender but instead applied in accordance with Section 2.16(c). This Section 2.05(a)(i) shall not apply to Protective Advances or Swing Line Loans. (ii) Notwithstanding anything The Borrowers may, upon notice to the contrary contained Administrative Agent, at any time or from time to time, voluntarily prepay Protective Advances in this Agreementwhole or in part without premium or penalty; provided that (1) such notice must be received by the Administrative Agent not later than 10:00 a.m., New York City time (or, in the Borrower may rescind case of a Protective Advance made to the Maltese Borrower, 12:00 noon, London time) on the date of the prepayment and (2) any notice of prepayment under Section 2.03(a) if such prepayment would have resulted of Protective Advances shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, or the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. (iii) The German Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from a refinancing 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 such Swing Line Lender and the Administrative Agent not later than 10:00 a.m., New York City time, on the date of the applicable Facilityprepayment and (2) any such prepayment of Swing Line Loans shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, which refinancing or the entire principal amount thereof then outstanding. Each such notice shall not be consummated or shall otherwise be delayedspecify the date and amount of such prepayment.

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by substantially in the Borrowerform of Exhibit F hereto, at any time or from time to time voluntarily prepay any Borrowing of any Class Loans in whole or in part without premium or penalty (except as set forth in Section 2.03(e))penalty; provided that (1i) such notice must specify the Class or Classes thereof to be prepaid and the respective principal amounts thereof and must be received by the Administrative Agent not later than 1:00 p.m., New York City time 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five Business Days, in the case of prepayment of Committed Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (BC) one Business Day prior to the date of prepayment of Base Rate Loans Loans; and (2ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, 5,000,000 or a whole multiple of the Borrowing Multiple $1,000,000 in excess thereofthereof or, or in each case, if less, the entire principal amount of such Borrowing thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage of such prepaymentthe relevant Class). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.043.05. Each prepayment of the any Class of Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower (it being understood in the notice of repayment delivered to the Administrative Agent, and agreed that if in the Borrower does not so direct at the time absence of such prepaymentdirection from the Borrower, such in the direct order of maturity thereof. Each prepayment shall be applied against the scheduled repayments of any Class of Term Loans of the relevant Class under pursuant to this Section 2.05 in the indirect order of maturity2.05(a) and shall be paid to the Appropriate Term Lenders in accordance with their the Term Lenders’ respective Applicable Percentages. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing Percentages of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayedrelevant Classes.

Optional Prepayments. (i) The Subject to Section 4.04, the Borrower may, upon written notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay any Borrowing time, upon irrevocable notice to the Agent in the form of any Class in whole or in part without premium or penalty a Notice of Loan Prepayment by 11:00 a.m. (except as set forth in Section 2.03(e)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time time) (Ax) three at least two (32) Business Days prior to any date of prepayment of Eurocurrency Rate Term SOFR Loans and (By) one Business Day prior to on the date of prepayment of Base Rate Loans, voluntarily prepay any Class of Loans and (2) any prepayment ratably among the Lenders holding such Class of Eurocurrency Rate Loans shall be in a principal amount whole or in part without penalty, in minimum amounts of $1,000,000500,000, or a whole any multiple of the Borrowing Multiple $100,000 in excess thereof, in the case of Base Rate Loans, and $500,000, or any multiple of $500,000 in excess thereof, in the entire principal amount case of Term SOFR Loans; provided that if due to a Defaulting Lender’s failure to fund any requested Borrowing, Loans are made not in accordance with the Lenders’ respective Pro Rata Shares (each such Borrowing Loan, a “Non-Ratable Loan”) then outstandingsuch prepayment shall be applied first to Non-Ratable Loans, then in the order that the Borrower may specify. Each such prepayment of the Term Loans shall be applied to the remaining principal repayment installments of the Term Loans in the order that the Borrower may specify or, absent instruction from the Borrower, in direct order of maturity. Such notice of prepayment shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each any such notice, and of the amount of such Lender▇▇▇▇▇▇’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with accrued interest to each such date on the amount prepaid and any additional amounts required pursuant to Section 3.04. Each prepayment of the Loans pursuant to this Section 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages4.04. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Borrower mayCompany may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of ABR Loans, prepay, in whole or in part, either the outstanding Revolving Loans or the outstanding Term Loans, without premium or penalty, upon written irrevocable notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e)); provided that (1) such which notice must be received by the Administrative Agent not later than 1:00 p.m.prior to 11:00 A.M. (New York, New York City time time) (Ai) three (3) Business Days prior to the prepayment date if all or any date part of prepayment the Loans to be prepaid consist of Eurocurrency Rate Eurodollar Loans and (Bii) one (1) Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000date, or a whole multiple of the Borrowing Multiple in excess thereofotherwise), or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to be prepaideach. The Upon receipt of any such notice the Administrative Agent will shall promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepaymentthereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required payable pursuant to Section 3.043.5 and interest on the principal amount prepaid through the date of prepayment. Each prepayment Partial prepayments of Revolving Loans or Term Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Subject to the foregoing terms, prepayments of Revolving Loans pursuant to that are made under this Section 2.03(a2.6(a) shall be applied to as the installments thereof as directed by the Borrower (it being understood and agreed Company may elect; provided that if the Borrower does not so direct at Company fails to specify the time application of such prepayment, a voluntary prepayment of Revolving Loans then such prepayment shall be applied against first to ABR Loans and then to Eurodollar Loans in direct order of Interest Period maturities. Voluntary prepayments of the scheduled repayments of Term Loans of shall be applied to prepay on a pro rata basis the relevant Class under Section 2.05 in Term B Loan (pro rata to the indirect order of maturityremaining amortization payments thereunder) and shall be paid the Incremental Term Loan (pro rata to the Appropriate Lenders in accordance with their respective Applicable Percentagesremaining amortization payments thereunder). (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Borrower may, upon written notice delivery of a Notice of Loan Prepayment to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay any Borrowing of any Class Committed Loans in whole or in part without premium or penalty (except as set forth in subject to Section 2.03(e))3.05; provided that (1A) such notice Notice of Loan Prepayment must be received by the Administrative Agent not later than 1:00 p.m., New York City time 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Term SOFR Loans and (B2) one Business Day prior to on the date of prepayment of Base Rate Committed Loans and or Daily SOFR Loans; (2B) any prepayment of Eurocurrency Rate Term SOFR Loans shall be in a minimum principal amount of $1,000,000, 5,000,000 or a whole multiple of the Borrowing Multiple $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Committed Loans or Daily SOFR Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or or, in each case, if less, the entire principal amount of such Borrowing thereof then outstanding. Each such notice Notice of Loan Prepayment shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such noticeNotice of Loan Prepayment, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice Notice of Loan Prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice Notice of Loan Prepayment shall be due and payable on the date specified therein; provided that the Notice of Loan Prepayment may be conditional upon the occurrence or closing of another transaction or financing. Any prepayment of a Eurocurrency Rate Term SOFR Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.043.05. Each Subject to Section 2.17, each such prepayment of the Loans pursuant to this Section 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Committed Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Notwithstanding anything to the contrary contained Percentages in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing respect of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayedrelevant Facilities.

Optional Prepayments. (ia) The Each Borrower may, upon written at least two Business Days’ notice to the Administrative Agent by the Agent, prepay any Base Rate Loans made to such Borrower, at any time in whole or from time to time voluntarily in part, in amounts aggregating for all Base Rate Loans of such Borrower being prepaid at the same time JPY 1,000,000 or more, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Lenders included in such Group of Loans or Borrowing. (b) Each Borrower may, upon at least four Business Days’ notice to Administrative Agent, pay all or any Borrowing portion of any Class Yen LIBOR Loan made to such Borrower as of the last day of the Interest Period applicable thereto in whole amounts aggregating for all Yen LIBOR Loans of such Borrower being prepaid at the same time JPY 75,000,000 or more. Except as provided in part without premium Article VIII and except with respect to any Yen LIBOR Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or penalty (except as 8.5 hereof, a Borrower may not prepay all or any portion of the principal amount of any Yen LIBOR Loan made to such Borrower prior to the end of the Interest Period applicable thereto unless such Borrower shall also pay any applicable expenses pursuant to Section 2.11. Each such optional prepayment shall be in the amounts set forth in Section 2.03(e)); provided that (12.9(a) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans above and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 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 2.03(a) shall be applied to prepay ratably the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Lenders included in any Yen LIBOR Group of Loans, except that any Yen LIBOR Loan which has been converted to a Base Rate Loan pursuant to Section 2.05 8.2, 8.3 or 8.5 hereof may be prepaid without ratable payment of the other Loans in such Group of Loans which have not been so converted. (c) Any Borrower may at any time return any undrawn Letter of Credit issued for the indirect order account of maturitysuch Borrower to the Fronting Lender in whole, but not in part, and the Fronting Lender within a reasonable period of time shall give Administrative Agent and each of the Lenders notice of such return. (d) Prologis may at any time and from time to time cancel all or any part of the Commitments by the delivery to Administrative Agent of a notice of cancellation within the applicable time periods set forth in Sections 2.9(a) and (b) if there are Loans then outstanding or, if there are no Loans outstanding at such time as to which the Commitments with respect thereto are being canceled, upon at least four Business Days’ notice to Administrative Agent, whereupon, in either event, all or such portion of the Commitments, as applicable, shall be paid terminate as to the Appropriate Lenders applicable Lenders, pro rata on the date set forth in such notice of cancellation, and, if there are any Loans then outstanding, the applicable Borrowers shall prepay all or such portion of Loans outstanding on such date in accordance with their respective Applicable Percentagesthe requirements of Section 2.9(a) and (b). In no event shall Prologis be permitted to cancel Commitments for which a Letter of Credit has been issued and is outstanding unless the applicable Borrower for whose account such Letter of Credit was issued returns (or causes to be returned) such Letter of Credit to the Fronting Lender. Prologis shall be permitted to designate in its notice of cancellation which Loans, if any, are to be prepaid. (iie) Notwithstanding anything Any amounts so prepaid pursuant to Section 2.9(a) or (b) may be reborrowed. In the contrary contained in this Agreement, the Borrower may rescind event Prologis elects to cancel all or any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing portion of the applicable FacilityCommitments pursuant to Section 2.9(d) hereof, which refinancing shall such amounts may not be consummated or shall otherwise be delayedreborrowed.

Optional Prepayments. (i) The Each RMB Borrower may, upon at least four (4) Business Days’ prior written notice to the Administrative Agent by 1:00 p.m. (Beijing time) (whereupon the Administrative Agent shall notify the RMB Settlement Agent), prepay any RMB Advances made to such RMB Borrower, in whole or in part at any time time, or from time to time voluntarily in part in amounts aggregating for all RMB Advances of such RMB Borrower being prepaid at the same time RMB5,000,000 or more by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay any Borrowing ratably the RMB Advances of the several RMB Lenders. (ii) Each RMB Borrower may, upon at least four (4) Business Days’ prior written notice to the Administrative Agent by 1:00 p.m. (Beijing time) (whereupon the Administrative Agent shall notify the RMB Settlement Agent), reimburse the RMB Settlement Agent for the benefit of the RMB Fronting Bank for the amount of any Class drawing under a RMB Letter of Credit issued for the account of such RMB Borrower in whole or in part without premium in any amount. (iii) Any RMB Borrower may at any time return any undrawn RMB Letter of Credit issued for the account of such RMB Borrower to the RMB Fronting Bank in whole, but not in part, so long as such RMB Letter of Credit is authenticated as returned and cancelled by the applicable bank for the beneficiary of such RMB Letter of Credit, and the RMB Fronting Bank within a reasonable period of time shall give the Administrative Agent, the RMB Settlement Agent and each of the RMB Lenders notice of such return. (iv) The RMB Borrowers jointly may at any time and from time to time cancel all or penalty any part of the RMB Commitments in an amount of RMB5,000,000 or more in multiples of RMB1,000,000 by the delivery to the Administrative Agent (except as whereupon the Administrative Agent shall notify the RMB Settlement Agent) of a notice of cancellation within the applicable time periods set forth in Section 2.03(eClause 2.6(i) if there are no RMB Advances then outstanding or, if there are RMB Advances outstanding at such time as to which the RMB Commitments with respect thereto are being cancelled, upon at least four (4) Business Days’ prior written notice (by 1:00 p.m. (Beijing time)); provided that (1) such notice must be received by to the Administrative Agent not later than 1:00 p.m.Agent, New York City time (A) three (3) Business Days prior to any date whereupon all or such portion of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior the RMB Commitments, as applicable, shall terminate as to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000applicable RMB Lenders, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify pro rata on the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified set forth in such notice of cancellation, and, if there are any RMB Advances then outstanding, the applicable RMB Borrowers shall be due and payable prepay all or such portion of RMB Advances outstanding on the such 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 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentagesthe requirements of Clause 2.6(i). In no event shall any RMB Borrower be permitted to cancel RMB Commitments for which a RMB Letter of Credit has been issued and is outstanding unless the applicable RMB Borrower for whose account such RMB Letter of Credit was issued returns (or causes to be returned) such RMB Letter of Credit to the RMB Fronting Bank. The notice of cancellation issued by any RMB Borrower shall be irrevocable. (iiv) Notwithstanding anything Any amounts so prepaid pursuant to Clause 2.6(i) may be reborrowed. In the contrary contained in this Agreement, event the Borrower may rescind RMB Borrowers elect to cancel all or any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing portion of the applicable FacilityRMB Commitments pursuant to Clause 2.6 (iv) hereof, which refinancing shall such amounts may not be consummated or shall otherwise be delayedreborrowed.

Optional Prepayments. (i) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing at par in whole or in part, subject to the requirements of this Section. Subject to Section 2.19, prior to any optional prepayment of Borrowings pursuant to this Section 2.09(a)(i), the Company shall select the Borrowing or Borrowings (including the Class) to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. Any prepayment of a Borrowing of any Class of Term Loans pursuant to this Section 2.09(a)(i) shall be applied to reduce the subsequent scheduled and outstanding repayments of such Borrowings of such Class to be made pursuant to this Section as directed by the applicable Borrower may(or, upon absent such direction, in direct order of maturity). (ii) Notwithstanding anything to the contrary in Section 2.09(a)(i), so long as no Default has occurred and is continuing, and after giving effect to such prepayment, (x) the Senior Debt Ratio would be less than 3.50 to 1.00 and (y) no proceeds of Revolving Credit Loans are used for such purpose, any Borrower may prepay, at a discount to the par value thereof (or at any other price established through the procedures described in this Section 2.09(a)(ii)), Term Loans of any Class of Lenders who consent to such prepayment by offering to prepay such Term Loans from each Lender holding such Class of Term Loans (any such payment, an “Offered Range Voluntary Prepayment”) by providing written notice to the Administrative Agent substantially in the form of Exhibit H hereto that such Borrower is offering to prepay such Term Loans at a discount to par (or such other price as shall be established) (such notice, an “Offered Range Prepayment Option Notice”) and specifying the Class or Classes of Term Loans to which such offer is being made, the aggregate amount of consideration to be utilized for such prepayment (such amount, to be no less than $10,000,000, the “Proposed Offered Range Prepayment Amount”), specifying a price or price range, expressed as a percentage of par value (the “Proposed Range”), and specifying the date upon which the Lenders are required to indicate their election with respect to the prepayment (such date, to be no less than five Business Days after the date upon which the applicable Borrower provides the Offered Range Prepayment Option Notice to the Administrative Agent, the “Acceptance Date”). Upon receiving the Offered Range Prepayment Option Notice, the Administrative Agent shall promptly notify the applicable Lenders thereof, and any Lender wishing to have its Term Loans of the applicable Class prepaid pursuant to such offer shall, on or prior to the Acceptance Date, specify by written notice substantially in the form of Exhibit I hereto (each, a “Lender Participation Notice”) to the Administrative Agent (A) the lowest purchase price (the “Acceptable Purchase Price”) within the Proposed Range and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Term Loans of the applicable Class held by such Lender with respect to which such Lender is willing to permit an Offered Range Voluntary Prepayment at the Acceptable Purchase Price (“Offered Loans”). Based on the Acceptable Purchase Prices and principal amounts of Term Loans of the applicable Class specified by the Lenders in the applicable Lender Participation Notices, the Administrative Agent, in consultation with the applicable Borrower, shall determine the applicable purchase price for Term Loans (the “Applicable Purchase Price”), which Applicable Purchase Price shall be (A) the purchase price specified by the applicable Borrower if such Borrower has selected a single purchase price pursuant to this Section 2.09(a)(ii) for the Proposed Range or (B) otherwise, the lowest Acceptable Purchase Price at which such Borrower may pay the Proposed Offered Range Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the lowest Acceptable Purchase Price); provided, however, that in the event that such Proposed Offered Range Prepayment Amount cannot be repaid in full at any time or from time Acceptable Purchase Price, the Applicable Purchase Price shall be the highest Acceptable Purchase Price specified by the Lenders that is within the Proposed Range. The Applicable Purchase Price shall be applicable for all Lenders who have offered to time voluntarily prepay any Borrowing participate in the Offered Range Voluntary Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Term Loans of the applicable Class 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 Range Voluntary Prepayment of any of its Term Loans of the applicable Class at any price within the Proposed Range. The applicable Borrower shall make an Offered Range Voluntary Prepayment by prepaying those Term Loans (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Purchase Price that is equal to or less than the Applicable Purchase Price (“Qualifying Loans”) at the Applicable Purchase 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 Range Prepayment Amount, such amounts in whole each case calculated at the Applicable Purchase Price, such 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 Range Prepayment Amount, such amounts in each case calculated at the Applicable Purchase Price, the applicable Borrower shall prepay all Qualifying Loans. Each Offered Range Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or in part such later date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Purchase Price and determine the amount and holders of Qualifying Loans), without premium or penalty (except as set forth but subject to Section 2.14), upon irrevocable notice substantially in Section 2.03(ethe form of Exhibit J hereto (each an “Offered Range Voluntary Prepayment Notice”)); provided that (1) such notice must be received by , delivered to the Administrative Agent not no later than 1:00 p.m., New York City time (A) time, three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000such Offered Range Voluntary Prepayment, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such which notice shall specify the date and amount of such prepayment the Offered Range Voluntary Prepayment and the Class(es) and Type(s) Applicable Purchase Price determined by the Administrative Agent. Upon receipt of Loans to be prepaid. The any Offered Range Voluntary Prepayment Notice the Administrative Agent will shall promptly notify each Appropriate relevant Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepaymentthereof. If such notice any Offered Range Voluntary Prepayment Notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Purchase Price for the applicable Loans, on the date specified thereintherein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. 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 principal pursuant to this Section 2.03(a2.09(a)(ii) shall be applied pro rata to reduce the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time amortization payments of such prepayment, such prepayment shall be applied against the scheduled repayments Class of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable PercentagesLoans. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Upon prior notice in accordance with paragraph (a)(iii) of this Section, the Borrower may, upon written notice to shall have the Administrative Agent by the Borrower, right at any time or and from time to time voluntarily to prepay any Borrowing of any Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower in its sole discretion) in whole or in part without premium or penalty (except as set forth in Section 2.03(e)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time but subject (A) three (3in the case of Borrowings of Initial Loans only, to Section 2.12(f) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior if applicable, to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstandingSection 2.16). Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 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 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable PercentagesPercentages of the relevant Class. (ii) Notwithstanding anything to the contrary contained Upon prior notice in accordance with paragraph (a)(iii) of this AgreementSection, the Borrower shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, in whole or in part without premium or penalty (but subject to Section 2.16); provided that after the establishment of any Additional Revolving Loans, any such prepayment of any Borrowing of Revolving Loans of any Class shall be subject to the provisions set forth in Section 2.22, 2.23 and/or 9.02, as applicable. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower shall notify the Administrative Agent in writing of any prepayment under this Section 2.11(a) (i) in the case of any prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (ii) in the case of any prepayment of an ABR Borrowing, not later than 11:00 a.m., one Business Day before the date of prepayment (or, in each case, such later time as to which the Administrative Agent may rescind reasonably agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion or each relevant Class to be prepaid; provided that any notice of prepayment under Section 2.03(adelivered by the Borrower may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such prepayment would have resulted from a refinancing condition is not satisfied. Promptly following receipt of any such notice relating to any Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of a Borrowing of the same Type and Class as provided in Section 2.02(c), or such lesser amount that is then outstanding with respect to such Borrowing being repaid (and in increments of $100,000 in excess thereof or such lesser incremental amount that is then outstanding with respect to such Borrowing being repaid). Each prepayment of Term Loans shall be applied to the Class or Classes of Term Loans specified in the applicable Facilityprepayment notice, which refinancing and each prepayment of Term Loans of such Class or Classes made pursuant to this Section 2.11(a) shall not be consummated applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class or shall otherwise be delayedClasses in the manner specified by the Borrower or, in the absence of any such specification on or prior to the date of the relevant optional prepayment, in direct order of maturity.

Optional Prepayments. (ia) The Subject to Section 4.04, the Borrower may, upon written notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily time, upon not less than two Business Days’ irrevocable Notice of Prepayment to the Agent (which Notice of Prepayment may be conditioned upon the consummation of replacement financing or any other transaction), in respect of LIBOR Rate Loans, and in respect of Base Rate Loans, by not later than 10:30 a.m. (Eastern time) on the prepayment date, prepay any Borrowing of any Class Loans in whole or in part part, in an aggregate minimum amount that is not less than $2,000,000 (or such lesser amount agreed to by the Agent), without premium or penalty (except as set forth in Section 2.03(eclause (b) below)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date . Such Notice of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice Prepayment shall specify the date and amount of such prepayment prepayment, which Loans are to be prepaid and the Class(es) and Type(s) of such Loans to be prepaidprepaid and, in the case of a prepayment of Term Loans, the installments to which such prepayment shall be applied (it being understood that, in the absence of such a direction, such prepayment shall be applied to such installments in the direct order of the maturity thereof). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each any such noticeNotice of Prepayment, and of the amount of such Lender’s Applicable Percentage of such prepayment, subject to Section 3.11, if applicable. If such notice Notice of Prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice Notice of Prepayment shall be due and payable on the date specified therein. Any prepayment , together, in the case of a Eurocurrency LIBOR Rate Loan shall be accompanied by all Loans, with accrued interest thereon, together with to each such date on the amount prepaid and any additional amounts required pursuant to Section 3.04. Each prepayment 4.04. (b) At the time of the effectiveness of any Repricing Transaction that is consummated prior to the date that is twelve (12) months after the Effective Date, the Borrower agrees to pay to the Agent, for the ratable account of each Lender with outstanding Term B Loans that are repaid or prepaid (and/or converted) pursuant to this such Repricing Transaction (including, if applicable, each Lender that withholds its consent to a Repricing Transaction of the type described in clause (2) of the definition thereof and is replaced as a non-consenting Lender under Section 2.03(a4.07), a fee in an amount equal to 1.00% of (x) shall be applied to in the installments thereof as directed case of a Repricing Transaction of the type described in clause (1) of the definition thereof, the aggregate principal amount of all Term B Loans prepaid (or converted) by the Borrower in connection with such Repricing Transaction and (it being understood and agreed that if y) in the case of a Repricing Transaction of the type described in clause (2) of the definition thereof, the aggregate principal amount of all Term B Loans outstanding with respect to the Borrower does not so direct at on such date that are subject to an effective reduction of the time Applicable Rate pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable PercentagesRepricing Transaction. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Borrower mayUpon prior notice in accordance with paragraph (a)(iii) of this Section 2.11, upon written notice to the Administrative Agent by Borrowers shall have the Borrower, right at any time or and from time to time voluntarily prepay to prepay, in Dollars, Euros, Sterling or the relevant Alternate Currency, as applicable, any Borrowing of Revolving Loans of any Class in whole or in part without premium or penalty (except as set forth in but subject to Section 2.03(e2.16)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 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 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable PercentagesPercentages of the Applicable Class of Revolving Loans being prepaid. (ii) Notwithstanding anything The Lead Borrower shall notify the Administrative Agent by telephone (promptly confirmed in writing) of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing or SOFR Borrowing, not later than 12:00 p.m. three Business Days before the date of prepayment, or (B) in the case of a prepayment of an ABR Borrowing, not later than 1:00 p.m. one Business Day before the date of prepayment (or such later date to which the contrary contained in this Agreement, Administrative Agent may agree). Each such notice shall be irrevocable and shall specify the Borrower may rescind any prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment under Section 2.03(adelivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such prepayment would have resulted from a refinancing condition is not satisfied. Promptly following receipt of any such notice relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type and Class as provided in Section 2.02(c). Each prepayment of Revolving Loans shall be applied to the Class of Revolving Loans specified in the applicable Facilityprepayment notice; provided that any such prepayment shall be applied first ratably to the outstanding Swingline Loans. (iii) Subject to Section 5.16(g), which refinancing during the continuance of a Cash Dominion Period and following delivery by the Administrative Agent of notice to the Lead Borrower, on each Business Day, at or before 1:00 p.m., New York City time, the Administrative Agent shall not be consummated apply all immediately available funds credited to the Administrative Agent Account or shall otherwise be delayedreceived by Administrative Agent for application to the Secured Obligations (x) to the extent such funds constitute US Collateral, in accordance with Section 2.18(b)(i) (other than in respect of Secured Hedging Obligations and Banking Services Obligations) and (y) to the extent such funds constitute European Collateral, in accordance with Section 2.18(b)(iii) (other than in respect of Secured Hedging Obligations and Banking Services Obligations).

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Borrowing Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e)below); provided that (1A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m., New York City time 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and, (2) two Business Days prior to any date of prepayment of Term SOFR Loans and (B3) one Business Day prior to on the date of prepayment of Base Rate Loans and Loans, (2B) any prepayment of Eurocurrency Eurodollar Rate Loans or Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000, 250,000 or a whole multiple of the Borrowing Multiple $100,000 in excess thereofthereof or, or in each case, if less, the entire principal amount of such Borrowing thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentthe relevant Facility and Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan or Term SOFR Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.043.05. Each prepayment of the any outstanding Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans of the relevant Class under Section 2.05 2.07(a) in the indirect direct order of maturity) and shall be paid to the Appropriate Lenders Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages. Percentages in respect of each of the relevant Facilities and Incremental Facilities. The Borrower may, upon notice to the Swing Line Lender (iiwith a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may may, subject to Section 3.05, rescind any notice of prepayment under Section 2.03(a2.05(a) if such prepayment would have resulted from a refinancing of all of the applicable FacilityFacilities and Incremental Facilities or 100% of any Class of Facilities, which refinancing shall not be consummated or shall otherwise be delayed. In the event that the Borrower (x) makes any prepayment of any Term B-4 Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-4 Loans, in each case prior to the six (6) month anniversary of the Third Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Term B-4 Loans being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Term B-4 Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The [Reserved]. (ii) Upon prior notice in accordance with paragraph (a)(iii) of this Section, the Borrower may, upon written notice to shall have the Administrative Agent by the Borrower, right at any time or and from time to time voluntarily to prepay any Borrowing of Revolving Loans of any Class Class, in whole or in part part, without premium or penalty (except as but subject to Section 2.16); provided that after the establishment of any Class of Additional Revolving Loans, any such prepayment of any Borrowing of Revolving Loans of any Class shall be subject to the provisions set forth in Section 2.03(e)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m.2.22, New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,0002.23 and/or 9.02, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstandingas applicable. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 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 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Revolving Lenders in accordance with their respective Applicable PercentagesPercentages of the relevant Class. (iii) The Borrower shall notify the Administrative Agent in writing of any prepayment under this Section 2.11(a) (i) in the case of any prepayment of any Term SOFR Borrowing, not later than 1:00 p.m. three U.S. Government Securities Business Days before the date of prepayment or (ii) Notwithstanding anything in the case of any prepayment of an ABR Borrowing, not later than 1:00 p.m. one Business Day before the date of prepayment (or, in each case, such later time as to which the contrary contained Administrative Agent may reasonably agree). Each such notice shall be irrevocable (except as set forth in the proviso to this Agreement, sentence) and shall specify the Borrower may rescind prepayment date and the principal amount of each Borrowing or portion of each relevant Class to be prepaid; provided that any notice of prepayment under Section 2.03(adelivered by the Borrower may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such prepayment would have resulted from a refinancing condition is not satisfied. Promptly following receipt of any such notice relating to any Borrowing, the Administrative Agent shall advise the applicable Lenders of the applicable Facilitycontents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of a Borrowing of the same Type and Class as provided in Section 2.02(c), which refinancing shall not be consummated or shall otherwise be delayedsuch lesser amount that is then outstanding with respect to such Borrowing being repaid (and in increments of $100,000 in excess thereof or such lesser incremental amount that is then outstanding with respect to such Borrowing being repaid).

Optional Prepayments. (i) The Borrower mayCompany shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to the requirements of paragraph (b) of this Section 2.08 and Section 2.13. (ii) The Company shall notify the Administrative Agent by telephone (confirmed by telecopy) or in writing of any prepayment under paragraph (a) of this Section 2.08: (1) in the case of prepayment of any Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment (which shall be a Business Day) or (2) in the case of prepayment of any ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of prepayment (which shall be a Business Day). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, a notice of prepayment may state that such notice is conditioned upon written the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Company (by notice to the Administrative Agent by on or prior to the Borrower, at any time or from time to time voluntarily prepay any Borrowing specified effective date) if such condition is not satisfied. Promptly following receipt of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e)); provided that (1) such notice must be received by relating to a Borrowing, the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date shall advise the relevant Lenders of the contents thereof. Each partial optional prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans Borrowing shall be in an amount that would be permitted in the case of a principal amount of $1,000,000, or a whole multiple Borrowing of the Borrowing Multiple same Type as provided in excess thereof, or the entire principal amount of such Borrowing then outstandingSection 2.02. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by all accrued interest thereonto the extent required by Section 2.10, together with any additional amounts required amounts, if any, payable pursuant to Section 3.042.13. Each prepayment of the Loans pursuant to this Section 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.​

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay any Borrowing of any Class Term Loans in whole or in part without premium or penalty (except as set forth in Section 2.03(e))penalty; provided that (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m.12:00 noon, New York City time time, five (A) three (35) Business Days prior to any date of prepayment of Eurocurrency Rate Loans Term Loans; and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Term Loans shall be in a principal amount of $1,000,000, 1,000,000 or a whole multiple of the Borrowing Multiple $1,000,000 in excess thereof, or or, if less, the entire principal amount of such Borrowing thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(sInterest Period(s) of Loans to be prepaidsuch Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 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 shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Term Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.043.05. Each prepayment of the Loans pursuant to this Section 2.03(a2.05(a) shall be applied to the Loans and installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable PercentagesPro 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 a Defaulting Lender and shall be allocated ratably among the relevant non-Defaulting Lenders. (ii) Notwithstanding anything to the contrary contained in this Agreement, a notice of optional prepayment may state that such notice is conditional upon the Borrower may rescind any effectiveness of other credit facilities or 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 under Section 2.03(amay be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such prepayment would have resulted from a refinancing condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayedcontents thereof.

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Borrowing Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e)below); provided that (1A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m., New York City time 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) one Business Day prior to on the date of prepayment of Base Rate Loans and Loans, (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a principal amount of $1,000,000, 1,000,000 or a whole multiple of the Borrowing Multiple $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount of such Borrowing thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentthe relevant Facility and Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.043.05. Each prepayment of the any outstanding Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans of the relevant Class under Section 2.05 2.07(a) in the indirect direct order of maturity) and shall be paid to the Appropriate Lenders Lenders, subject to Section 2.16, in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities and Incremental Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may may, subject to Section 3.05, rescind any notice of prepayment under Section 2.03(a2.05(a) if such prepayment would have resulted from a refinancing of all of the applicable FacilityFacilities and Incremental Facilities or 100% of any Class of Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Term B-4 Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-4 Loans, in each case prior to the six (6) month anniversary of the Third Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Term B-4 Loans being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Term B-4 Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Borrowing Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e)below); provided that (1A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m., New York City time 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and, (2) two Business Days prior to any date of prepayment of Term SOFR Loans and (B3) one Business Day prior to on the date of prepayment of Base Rate Loans and Loans, (2B) any prepayment of Eurocurrency Eurodollar Rate Loans or Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000, 250,000 or a whole multiple of the Borrowing Multiple $100,000 in excess thereofthereof or, or in each case, if less, the entire principal amount of such Borrowing thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentthe relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan or Term SOFR Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.043.05. Each prepayment of the any outstanding Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans of the relevant Class under Section 2.05 2.07(a) in the indirect direct order of maturity) and shall be paid to the Appropriate Lenders Lenders, subject to Section 2.16, in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may may, subject to Section 3.05, rescind any notice of prepayment under Section 2.03(a2.05(a) if such prepayment would have resulted from a refinancing of all of the applicable FacilityFacilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Fifth Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Fifth Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Fifth Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Fifth Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Fifth Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower mayBorrowers shall have the right at any time and from time to time to prepay any Borrowing, upon in whole or in part, without premium or penalty, by giving written notice (or telephonic notice promptly confirmed in writing which, for the avoidance of doubt, may be delivered by e-mail in accordance with Section 11.1) to the Administrative Agent by no later than (i) in the Borrower, at any time or from time to time voluntarily prepay any Borrowing case of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e)); provided that (1) such notice must be received by the Administrative Agent prepayment of any Eurodollar Borrowing, 11:00 a.m. not later less than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans such prepayment, and (2ii) in the case of any prepayment of Eurocurrency any Base Rate Loans shall be in a principal amount of $1,000,000Borrowing or Swingline Borrowing, or a whole multiple of prior to 11:00 a.m. on the Borrowing Multiple in excess thereof, or the entire principal amount date of such Borrowing then outstandingprepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Class(es) and Type(s) principal amount of Loans each Borrowing or portion thereof to be prepaid. The ; provided that a notice of optional prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the incurrence of other Indebtedness or any other event, in which case such notice of prepayment may be revoked by the Borrowers (by notice to the Administrative Agent will on or prior to the specified date) if such condition is not satisfied. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Appropriate affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s Applicable Percentage Pro Rata Share of any such prepayment. If such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereondesignated in such notice, together with any additional accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrowers shall also pay all amounts required pursuant to Section 3.042.18. Each partial prepayment of any Loan shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.2 or, in the case of a Swingline Loan pursuant to Section 2.4. Each prepayment of the Loans pursuant to this Section 2.03(a) a Borrowing shall be applied ratably to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of Loans comprising such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable PercentagesBorrowing. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (ia) The Borrower maySubject to Sections 4.11 and 4.17, the Borrowers may at any time and from time to time prepay the Loans under any Facility, as elected by the applicable Borrower(s), in whole or in part, without premium or penalty, upon written irrevocable notice delivered by Cedar Fair LP to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e)); provided that (1) such notice must be received by the Administrative Agent not no later than 1:00 p.m.11:00 A.M., New York City time (A) time, three (3) Business Days prior to any date thereto, in the case of prepayment of Eurocurrency Rate Loans Eurodollar Loans, and (B) no later than 11:00 A.M., New York City time, one Business Day prior to thereto, in the date of prepayment case of Base Rate Loans and (2) any prepayment of Eurocurrency Canadian Prime Rate Loans shall be in a principal amount of $1,000,000Loans, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(esprepayment is of Eurodollar Loans, BA Rate Loans, Base Rate Loans or Canadian Prime Rate Loans (and under which Facility such Loans are being prepaid); provided that if a Eurodollar Loan or BA Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the applicable Borrower(s) and Type(s) shall also pay any amounts owing pursuant to Section 4.11. Upon receipt of Loans to be prepaid. The any such notice the Administrative Agent will shall promptly notify each Appropriate relevant Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepaymentthereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans or Canadian Prime Rate 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. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with Loans under any additional amounts required pursuant to Section 3.04. Each prepayment of the Loans Facility pursuant to this Section 2.03(a) 4.1 shall be applied on a pro rata basis to the installments thereof as Loans of each Lender under such Facility. Unless otherwise directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepaymentapplicable Borrower, any such prepayment shall be applied against the in direct order of maturity of scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentagessuch Facility. (iii) 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 covenant 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 AgreementSection 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 Borrower may rescind any Borrowers will provide written notice to the Administrative Agent substantially in the form of prepayment Exhibit Q hereto (each, a “Discounted Prepayment Option Notice”) that the Borrowers desire to prepay Term Loans under Section 2.03(a) if 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 prepayment would have resulted from a refinancing Term Loans as specified below. The Proposed Discounted Prepayment Amount of the applicable Facility, which refinancing 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 or 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 otherwise be delayedreduced on a pro rata basis by the principal amount of the Term Loans so prepaid.

Optional Prepayments. (i) The Borrower mayUpon prior notice in accordance with paragraph (a)(ii) of this Section, upon written notice to the Administrative Agent by Borrowers shall have the Borrower, right at any time or and from time to time voluntarily to prepay any Borrowing of any Class Term Loans in whole or in part without premium or penalty (except as set forth in but subject to Section 2.03(e2.12(c) and Section 2.16)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 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 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Notwithstanding anything The Borrower Agent shall notify the Administrative Agent by telephone (confirmed in writing) of any prepayment hereunder (i) in the case of prepayment of a LIBO Rate Borrowing, not later than 12:00 p.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 p.m., New York City time, on the day of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to the contrary contained in this Agreement, the Borrower may rescind any be prepaid; provided that a notice of prepayment under Section 2.03(adelivered by the Borrower Agent may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or prior to the specified effective date) if such prepayment would have resulted from condition is not satisfied. Promptly following receipt of any such notice relating to a refinancing Borrowing, the Administrative Agent shall advise the Lenders of the applicable Facilitycontents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Borrowing of the same Type as provided in Section 2.02(c). Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans in the manner specified by the Borrower Agent or, which refinancing shall if not be consummated so specified on or shall otherwise be delayedprior to the date of such optional prepayment, in direct order of maturity.

Optional Prepayments. (i) The Borrower mayUpon prior notice in accordance with paragraph (a)(iii) of this Section, upon written notice to the Administrative Agent by Borrowers shall have the Borrower, right at any time or and from time to time voluntarily to prepay any Borrowing of any Class Term Loans in whole or in part without premium or penalty (except as set forth in Section 2.03(ebut subject to Sections 2.11(e) and 2.15)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 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 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. and except as may otherwise be set forth in any amendment to this Agreement in connection with any Additional Term Loan, each prepayment of Term Loans pursuant to this Section 2.10(a) shall be applied ratably to each Class of Term Loans (based upon the then outstanding principal amounts of the respective Classes of Term Loans); provided, however, that following the consummation of a Qualifying IPO, the Borrowers may prepay the Term B Loans without making a corresponding prepayment of Term A Loans so long as, after giving effect to such prepayment, the Total Leverage Ratio would not exceed 2.00 to 1.00, calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01. (ii) Notwithstanding anything Upon prior notice in accordance with paragraph (a)(iii) of this Section, the Borrowers shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans or Swingline Loans, in whole or in part without premium or penalty (but subject to Section 2.15). Prepayments made pursuant to this Section 2.10(a)(ii), first, shall be applied ratably to the contrary contained Swingline Loans and to outstanding LC Disbursements and second, shall be applied ratably to the outstanding Revolving Loans. (iii) The Borrower Representative shall notify the Administrative Agent (and, in this Agreementthe case of prepayment of a Swingline Loan, the Borrower may rescind Swingline Lender) by telephone (confirmed in writing substantially in the form of Exhibit C or such other form reasonably acceptable to the Administrative Agent) of any prepayment hereunder (A) in the case of prepayment of a LIBO Rate Borrowing, not later than 12:00 noon three Business Days before the date of prepayment, (B) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon one Business Day before the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m. on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment under Section 2.03(adelivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such prepayment would have resulted from condition is not satisfied. Promptly following receipt of any such notice relating to a refinancing Borrowing, the Administrative Agent shall advise the relevant Lenders of the applicable Facilitycontents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Borrowing of the same Type as provided in Section 2.02(c). Each prepayment of Term Loans made pursuant to this Section 2.10(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower Representative or, which refinancing shall if not be consummated so specified on or shall otherwise be delayedprior to the date of such optional prepayment, in direct order of maturity.

Optional Prepayments. (ia) The Subject to Section 4.4, the Borrower may, upon written notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay any Borrowing of any Class Loans (other than Swing Line Loans) in whole or in part without premium or penalty (except as set forth in Section 2.03(e))penalty; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., p.m. (New York City time time) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B) one Business Day prior to on the date of prepayment of Base Rate Loans and (2) any Loans. Such notice of prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall irrevocable and specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaidprepaid and whether the Loans to be prepaid are Acquisition Loans or Revolving Loans. The Administrative Agent will promptly notify each Appropriate Lender Bank of its receipt of each any such notice, and of the amount of such LenderBank’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with, in the case of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all Loans, accrued interest thereon, together with to such date on the amount prepaid and any additional amounts required pursuant to Section 3.04. Each 4.4; provided, that no amount of any optional prepayment of the Loans pursuant to under this Section 2.03(a2.6(a) shall may be applied to the installments thereof as directed Revolving Loans unless and until all Specified Acquisition Loans have been paid in full. (b) The Borrower may, upon notice to the Swing Line Bank (with a copy to the 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 Borrower Swing Line Bank and the Agent not later than 1:00 p.m. (it being understood and agreed that if New York City time) on the Borrower does not so direct at date of the time of such prepayment, and (ii) any such prepayment shall be applied against the scheduled repayments in a minimum principal amount of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) $100,000. Each such notice shall be irrevocable and shall be paid to specify the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Notwithstanding anything to date and amount of such prepayment. If such notice is given by the contrary contained in this AgreementBorrower, the Borrower may rescind any notice of prepayment under Section 2.03(a) if shall make such prepayment would have resulted from a refinancing of and the applicable Facility, which refinancing payment amount specified in such notice shall not be consummated or shall otherwise be delayeddue and payable on the date specified therein.

Optional Prepayments. (i) The Upon prior notice in accordance with paragraph (a)(iii) of this Section, the Borrower may, upon written notice to shall have the Administrative Agent by the Borrower, right at any time or and from time to time voluntarily to prepay any Borrowing of any Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower in its sole discretion) in whole or in part without premium or penalty (except as set forth in but subject if applicable, to Section 2.03(e2.16)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 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 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable PercentagesPercentages of the relevant Class. (ii) Notwithstanding anything to the contrary contained Upon prior notice in accordance with paragraph (a)(iii) of this AgreementSection, the Borrower shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class and/or any Borrowing of Swingline Loans, in whole or in part without premium or penalty (but subject to Section 2.16); provided that (A) after the establishment of any Class of Additional Revolving Loans, any such prepayment of any Borrowing of Revolving Loans of any Class shall be subject to the provisions set forth in Section 2.22, 2.23 and/or 9.02, as applicable and (B) no Borrowing of Revolving Loans may rescind be prepaid unless all Swingline Loans then outstanding, if any, are prepaid concurrently therewith. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower shall notify the Administrative Agent (and the Swingline Lender, if applicable) pursuant to delivery to the Administrative Agent (and the Swingline Lender, if applicable) of a Notice of Loan Prepayment in writing of any prepayment under this Section 2.11(a) (i) in the case of any prepayment of a LIBO Rate Borrowing, not later than 12:00 p.m. three Business Days before the date of prepayment, (ii) in the case of any prepayment of an ABR Borrowing, not later than 11:00 a.m., on the date of prepayment or (iii) in the case of any prepayment of any Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in each case, such later time as to which the Administrative Agent may reasonably agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion or each relevant Class to be prepaid; provided that any notice of prepayment under Section 2.03(adelivered by the Borrower may be conditioned upon the effectiveness of other transactions or other events, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such prepayment would have resulted from a refinancing condition is not satisfied. Promptly following receipt of any such notice relating to any Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of a Borrowing of the same Type and Class as provided in Section 2.02(c), or such lesser amount that is then outstanding with respect to such Borrowing being repaid (and in increments of $100,000 in excess thereof or such lesser incremental amount that is then outstanding with respect to such Borrowing being repaid). Each prepayment of Term Loans shall be applied to the Class or Classes of Term Loans specified in the applicable Facilityprepayment notice, which refinancing and each prepayment of Term Loans of such Class or Classes made pursuant to this Section 2.11(a) shall not be consummated applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class or shall otherwise be delayedClasses in the manner specified by the Borrower or, in the absence of any such specification on or prior to the date of the relevant optional prepayment, in direct order of maturity.

Optional Prepayments. (i) The Borrower mayUpon prior notice in accordance with paragraph (a)(iii) of this Section, upon written notice to the Administrative Agent by Term Borrowers shall have the Borrower, right at any time or and from time to time voluntarily to prepay any Borrowing of any Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower Representative in its sole discretion) in whole or in part without premium or penalty (except as set forth in Section 2.03(e)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time but subject (A) three (3in the case of Borrowings of Initial Term Loans only, to Section 2.12(f) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior if applicable, to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstandingSection 2.16). Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 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 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable PercentagesPercentages of the relevant Class. (ii) Notwithstanding anything Upon prior notice in accordance with paragraph (a)(iii) of this Section, the Revolving Borrowers shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class and/or any Borrowing of Swingline Loans, in whole or in part without premium or penalty (but subject to Section 2.16); provided that (A) after the establishment of any Additional Revolving Loans, any such prepayment of any Borrowing of Revolving Loans of any Class shall be subject to the contrary contained provisions set forth in Section 2.22, 2.23, 2.25 and/or 9.02, as applicable and (B) no Borrowing of Revolving Loans may be prepaid unless all Swingline Loans then outstanding, if any, are prepaid concurrently therewith. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower Representative shall notify the Administrative Agent (and the Swingline Lender, as applicable) in writing of any prepayment under this AgreementSection 2.11(a) (i) in the case of any prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the Borrower date of prepayment, (ii) in the case of any prepayment of an ABR Borrowing, not later than 11:00 a.m., on the date of prepayment (iii) in the case of any prepayment of a Canadian Prime Rate Borrowing, not later than 10:00 a.m., on the date of prepayment or (iv) in the case of any prepayment of any Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in each case, such later time as to which the Administrative Agent may rescind reasonably agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion or each relevant Class to be prepaid; provided that any notice of prepayment under Section 2.03(adelivered by the Borrower Representative may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such prepayment would have resulted from a refinancing condition is not satisfied. Promptly following receipt of any such notice relating to any Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of a Borrowing of the same Type and Class as provided in Section 2.02(c), or such lesser amount that is then outstanding with respect to such Borrowing being repaid (and in increments of $100,000 in excess thereof or such lesser incremental amount that is then outstanding with respect to such Borrowing being repaid). Each prepayment of Term Loans shall be applied to the Class or Classes of Term Loans specified in the applicable Facilityprepayment notice, which refinancing and each prepayment of Term Loans of such Class or Classes made pursuant to this Section 2.11(a) shall not be consummated applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class or shall otherwise be delayedClasses in the manner specified by the Borrower Representative or, in the absence of any such specification on or prior to the date of the relevant optional prepayment, in direct order of maturity.

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part Loans outstanding under the Revolver Facility and/or the Term Loan Principal Debt without premium or penalty (except as set forth in Section 2.03(e))penalty; provided that (1i) such notice must be received by the Administrative Agent not later than 1:00 p.m.11:00 a.m., New York City time time, (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans Loans, and (B) one Business Day prior to the date of prepayment of Base Rate Loans and Loans; (2ii) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a principal amount of $1,000,000, 1,000,000 or a whole multiple of the Borrowing Multiple $500,000 in excess thereof, or the entire ; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of such Borrowing then outstanding$1,000,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.043.05. Each such prepayment of the Loans pursuant to this Section 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Notwithstanding anything Pro Rata Shares as directed by the Borrower or if no such direction is given, first, to repayment of the Term Loan Principal Debt, until paid in full, and then to repayment of the Revolver Principal Debt. Unless a Default or Event of Default has occurred and is continuing or would arise as a result thereof, any payment or prepayment of the Revolver Loans may be reborrowed by Borrower, subject to the contrary contained terms and conditions hereof; but in this Agreement, the Borrower no event following a payment or prepayment of Term Loans may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing amount of the applicable Facility, which refinancing shall not Term Loans so paid or prepaid be consummated or shall otherwise be delayedreborrowed.

Optional Prepayments. (i) The Borrower mayUpon prior notice in accordance with paragraph (a)(ii) of this Section 2.11, upon written notice to the Administrative Agent by Borrowers shall have the Borrower, right at any time or and from time to time voluntarily prepay to prepay, in Dollars, Canadian Dollars or the relevant Alternate Currency, as applicable, any Borrowing of Revolving Loans of any Class in whole or in part without premium or penalty (except as but subject to Section 2.16); provided that after the establishment of any Additional Revolving Facility, any such prepayment of any Borrowing of Additional Revolving Loans of any Class shall be subject to the provisions set forth in Section 2.03(e)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m.2.22 and/or 2.23, New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstandingas applicable. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 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 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable PercentagesPercentages of the relevant Class of Revolving Loans being prepaid. (ii) Notwithstanding anything The Lead Borrower shall notify the Administrative Agent in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing or CDOR Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, or (B) in the case of a prepayment of an ABR Borrowing, Canadian Base Rate Borrowing or Canadian Prime Rate Borrowing, not later than 12:00 p.m. (Noon) on the day of prepayment. Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the contrary contained in this Agreement, prepayment date and the Borrower may rescind any principal amount of each Borrowing or portion or each relevant Class to be prepaid; provided that a notice of prepayment under Section 2.03(adelivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such prepayment would have resulted from a refinancing condition is not satisfied. Promptly following receipt of any such notice relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type and Class as provided in Section 2.02(c), or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Revolving Loans made pursuant to this Section 2.11(a) shall be applied to the Class of Revolving Loans specified in the applicable Facilityprepayment notice. (iii) Subject to Section 5.15(g), which refinancing during the continuance of a Cash Dominion Period and following delivery by the Administrative Agent of notice to the Lead Borrower, on each Business Day, at or before 1:00 p.m., New York City time, the Administrative Agent shall not be consummated apply all immediately available funds credited to the Administrative Agent Account or shall otherwise be delayedreceived by Administrative Agent for application to the Secured Obligations (x) to the extent such funds constitute US Collateral, in accordance with Section 2.18(b)(i) (other than in respect of Secured Hedging Obligations and Secured Banking Services Obligations), and (y) to the extent such funds constitute Canadian Collateral, in accordance with Section 2.18(b)(ii) (other than in respect of Secured Hedging Obligations and Secured Banking Services Obligations).

Optional Prepayments. (ia) The Borrower may, upon written at least one Domestic Business Day’s notice to the Administrative Agent, prepay to the Administrative Agent, for the account of the Banks, any Alternate Base Rate Borrowing in whole at any time, or from time to time in part in amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof or, if less, the outstanding principal balance, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Borrowing. Any notice of prepayment delivered pursuant to this Section 2.11(a) shall set forth the amount of such prepayment which is applicable to any Loan made for working capital purposes after such prepayment is made. (b) Except as provided in Section 8.2, Borrower may not prepay all or any portion of the principal amount of any Euro-Dollar Loan prior to the last day of the Interest Period applicable thereto unless the Borrower shall also pay any applicable expenses pursuant to Section 2.13. Any such prepayment shall be upon at least three (3) Euro-Dollar Business Days’ notice to the Administrative Agent. Any notice of prepayment delivered pursuant to this Section 2.11(b) shall set forth the amount of such prepayment which is applicable to any Loan made for working capital purposes after such prepayment is made. Each such optional prepayment shall be in the amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans of the Banks included. (c) The Borrower may not prepay any Money Market Loan pursuant to this Section 2.11 except with the prior consent of the applicable Bank or Designated Lender, as the case may be. (d) Borrower may, upon at least one (1) Domestic Business Day’s notice to the Administrative Agent (by 11:00 a.m. New York time on such Domestic Business Day), reimburse the Borrower, at any time or from time to time voluntarily prepay any Borrowing Administrative Agent for the benefit of the Fronting Bank for the amount of any Class drawing under a Letter of Credit or Existing Letter of Credit, as applicable, in whole or in part without premium in any amount. (e) Borrower may at any time return any undrawn Letters of Credit or penalty (except Existing Letters of Credit, as set forth applicable to the Fronting Bank in Section 2.03(e)); provided that (1) such notice must be received by whole, but not in part, and the Fronting Bank shall give the Administrative Agent not later than 1:00 p.m.and each of the Banks notice of such return. (f) Borrower may at any time and from time to time cancel all or any part of the Commitments in minimum amounts aggregating Five Million Dollars ($5,000,000), New York City time or an integral multiple of One Million Dollars (A$1,000,000) in excess thereof, by the delivery to the Administrative Agent and the Banks of a notice of cancellation upon at least three (3) Domestic Business Days prior Days’ notice to Administrative Agent and the Banks, whereupon, in either event, all or such portion of the Commitments shall terminate as to the Banks, pro rata on the date set forth in such notice of cancellation, and, if there are any Loans then outstanding in an aggregate amount which exceeds the aggregate Commitments (after giving effect to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrowerreduction), the Borrower shall make prepay to the Administrative Agent, for the account of the Banks, as applicable, all or such portion of Loans outstanding on such date in accordance with the requirements of Sections 2.11(a) and (b). In no event shall Borrower be permitted to cancel Commitments for which a Letter of Credit or Existing Letter of Credit, as applicable, has been issued and is outstanding unless Borrower returns (or causes to be returned) such Letter of Credit or Existing Letter of Credit, as applicable, to the applicable Fronting Bank. Borrower shall be permitted to designate in its notice of cancellation which Loans, if any, are to be prepaid. (g) Upon receipt of a notice of prepayment or cancellation or a return of a Letter of Credit or Existing Letter of Credit, as applicable, pursuant to this Section, the Administrative Agent shall promptly, and in any event within one (1) Domestic Business Day, notify each Bank of the contents thereof and of such Bank’s ratable share (if any) of such prepayment or cancellation and the payment amount specified in such notice shall not thereafter be due and payable on revocable by the date specified therein. Borrower. (h) 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 so prepaid pursuant to this Section 2.03(a) shall 2.11 may be applied reborrowed subject to the installments thereof as directed by other terms of this Agreement. In the event Borrower (it being understood and agreed that if elects to cancel all or any portion of the Borrower does not so direct at the time of such prepaymentCommitments pursuant to Section 2.11(e) hereof, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower amounts may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayedreborrowed.

Optional Prepayments. (ia) The Borrower Company may, upon written not less than thirty and not more than forty-five days’ notice to the Administrative Agent by in the Borrowerform of a Prepayment Notice, at prepay on any time Quarterly Payment Date all or from time to time voluntarily prepay any Borrowing part of any Class in whole or in part the Notes, without premium or penalty (except as set forth in Section 2.03(e)); penalty, at 100% of the principal amount so prepaid, provided that (1) such notice any partial payment on the Notes must not be received by less than $2,500,000 in the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing aggregate for all Notes then outstanding. Each such notice prepayment of principal under this section shall specify be accompanied by all interest then accrued and unpaid on the date and principal so prepaid. In the case of each partial prepayment of the Notes, the principal amount of such prepayment and the Class(es) and Type(s) of Loans Notes to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender prepaid shall be allocated among all of its receipt the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment. (b) In the case of each such noticeprepayment of Notes pursuant to this Section 2.9, and of the principal amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower each Note to be prepaid shall make such prepayment mature and the payment amount specified in such notice shall be become due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereonQuarterly Payment Date fixed for such prepayment, together with interest on such principal amount accrued to such date. From and after such date, unless Company shall fail to pay such principal amount when so due and payable, together with the interest, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any additional amounts required pursuant to Section 3.04. Each prepayment prepaid principal amount of the Loans any Note. (c) Any principal prepaid pursuant to this Section 2.03(a) 2.9 shall be applied in addition to, and not in lieu of, all payments otherwise required to be paid under the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct Note Documents at the time of such prepayment, . Any such prepayment prepayments hereof shall be applied against first, to accrued but unpaid interest on the scheduled repayments Notes, and second, to outstanding principal on the Notes until paid in full. No prepayment on the Notes shall, until the Notes have been paid in full, have the effect of Term Loans of reducing the relevant Class mandatory prepayments required under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages2.8. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Each Borrower may, upon written notice to shall have the Administrative Agent by the Borrower, right at any time or and from time to time voluntarily to prepay any Borrowing by such Borrower of any Class in whole or in part part, without premium or penalty penalty, 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 set forth in Section 2.03(e)); provided that any 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 (1or greater proportionate) prepayment of Term Loans of such notice must be received by 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 of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 2:00 p.m., New York City time (A) time, three (3) Business Days prior to any before the date of prepayment, (ii) in the case of prepayment of Eurocurrency a Base Rate Loans and (B) one Business Day prior to Borrowing, not later than noon, New York City time, on the date of prepayment or (iii) in the case of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount Swingline Loan, not later than 2:00 p.m., New York City time, on the date of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstandingprepayment. Each such notice shall be irrevocable and shall specify the date and amount of such prepayment and date, the Class(es) and Type(s) Class or Classes of Loans to be repaid and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. The Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and shall advise the Lenders of the amount contents thereof. Each partial prepayment of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice any Borrowing shall be due and payable on in an amount that would be permitted in the date specified therein. Any prepayment case of an advance of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Borrowing of the same Type as provided in Section 3.042.02. Each prepayment of the Term Loans pursuant to this Section 2.03(a2.10(a) shall be applied to repayments thereof required pursuant to Section 2.09(b) in the installments thereof as directed order selected by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time Borrowers. Each prepayment of such prepayment, such prepayment a Borrowing shall be applied against ratably to the scheduled repayments of Term Loans of the relevant Class under Section 2.05 included in the indirect order notice of maturityprepayment. Prepayments pursuant to this Section 2.10(a) shall be accompanied by accrued interest to the extent required by Section 2.12 and shall be paid subject to the Appropriate Lenders in accordance with their respective Applicable PercentagesSection 2.15. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (a) The Company shall have, and is hereby granted, the option to prepay the unpaid principal amount hereunder in whole, together with interest thereon to the date of redemption of the Bonds, at any time by taking, or causing the Issuer to take, the actions required by the Indenture for the redemption of all Bonds then outstanding, upon the occurrence of any of the events set forth in Section 2.18(b) of the Indenture. (b) The Company shall have, and is hereby granted, the option to prepay all or any portion of the unpaid balance hereunder, together with interest thereon to the date of redemption of the Bonds, at any time by taking, or causing the Issuer to take, the actions required by the Indenture (i) The Borrower mayto discharge the lien thereof through the redemption, upon or provision for payment of redemption of all Bonds then outstanding or (ii) to effect the redemption, or provision for payment or redemption, of less than all Bonds then outstanding, pursuant to Section 2.18(a) of the Indenture. (c) To make a prepayment pursuant to this Section 11.1, the Company shall give written notice to the Administrative Agent by Issuer, the Borrower, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty Trustee and the Registrar which shall specify therein (except as set forth in Section 2.03(e)); provided that (1i) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans the intended prepayment, which shall not be less than 45 days from the date any Bonds are to be redeemed from such prepayment, and (2ii) any the principal amount to be prepaid and the date or dates on which the prepayment of Eurocurrency Rate Loans is to occur. All such prepayments shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of the unpaid amount hereunder if made pursuant to Section 11.1(a) or in the amount of an Authorized Denomination if made pursuant to Section 11.1(b) and the Company shall furnish additional funds, if necessary, to make such Lender’s Applicable Percentage of prepayments in such prepaymentamounts. If such notice is given by the BorrowerIn addition, the Borrower Company shall make such prepayment and the payment amount specified in such notice additional payments as shall be due and payable necessary to pay any redemption premium on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together Bonds in connection with any additional amounts required pursuant to Section 3.04. Each prepayment of the Loans pursuant to this Section 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentagesredemption. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay any Borrowing of any Class Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth in Section 2.03(e)below); provided that (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) one Business Day prior to on the date of prepayment of Base Rate Loans and Loans, (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a principal amount of $1,000,000, 1,000,000 or a whole multiple of the Borrowing Multiple $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount of such Borrowing thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentthe relevant Facility and Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.043.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 2.07(a) in the indirect direct order of maturity) and shall be paid to the Appropriate Lenders Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages. (iiPercentages in respect of each of the relevant Facilities and Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) Notwithstanding or anything in this Agreement or any other Loan Document to the contrary contained contrary, in this Agreementthe event that, on or prior to the first anniversary of the Closing Date, the Borrower may rescind (a) makes any notice prepayment of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing Term B Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable FacilityTerm B Lenders, which refinancing a prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall not pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be consummated or shall otherwise be delayedassigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment.

Optional Prepayments. (i) The Borrower mayshall have the right at any time and from time to time to prepay any Borrowing in whole or in part, upon written subject to prior notice to in accordance with Section 3.04(a)(ii). (ii) The Borrower shall notify the Administrative Agent by the Borrower, at any time telephone or from time to time voluntarily prepay any Borrowing email of any Class prepayment hereunder (A) in whole or in part without premium or penalty (except as set forth in Section 2.03(e)); provided that (1) such notice must be received by the Administrative Agent case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time (A) Houston, Texas time, three (3) Business Days prior to any before the date of prepayment, or (B) in the case of prepayment of Eurocurrency Rate Loans and an ABR Borrowing, not later than 11:00 a.m., Houston, Texas time, one (B1) one Business Day prior to before the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans prepayment. Each such notice by telephone or email shall be irrevocable and shall be confirmed promptly by hand delivery or email to the Administrative Agent of a written notice of prepayment in a principal amount substantially the form of $1,000,000, or a whole multiple of Exhibit I and signed by the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstandingBorrower. Each such notice shall specify the prepayment date and the principal amount of such prepayment and the Class(es) and Type(s) of Loans each Borrowing or portion thereof to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender ; provided that, if (x) a notice of its receipt prepayment is given in connection with a conditional notice of each such notice, and termination of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, Commitments as specified in Section 2.06(b) and (y) the Borrower shall make such prepayment and the payment amount specified states in such notice of prepayment that such notice (1) is therewith given or (2) is conditioned upon the effectiveness of other credit facilities or the consummation of a transaction, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06(b). Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be due and payable on in an amount that would be permitted in the date specified thereincase of an advance of a Borrowing of the same Type as provided in Section 2.02. Any Each prepayment of a Eurocurrency Rate Loan Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments pursuant to this Section 3.04(a) 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 2.03(a) shall be applied to the installments thereof as directed extent required by the Borrower (it being understood Section 3.02 and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid any payments to the Appropriate Lenders in accordance with their respective Applicable Percentagesextent required by Section 5.02. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (ia) The Borrower mayshall have the right at any time and from time to time to prepay any Borrowing in whole or in part, upon written subject to prior notice to in accordance with Section 2.11(b). (b) The Borrower shall notify the Administrative Agent by the Borrower, at any time telephone (confirmed by telecopy or from time to time voluntarily prepay any Borrowing electronic mail) of any Class prepayment hereunder (i) in whole or in part without premium or penalty (except as set forth in Section 2.03(e)); provided that (1) such notice must be received by the Administrative Agent case of prepayment of a Term Benchmark Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time (A) time, three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to before the date of prepayment or (ii) in the case of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstandingprepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of such prepayment and the Class(es) and Type(s) of Loans each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. The Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and shall advise the Lenders of the amount contents thereof. Each partial prepayment of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice any Borrowing shall be due and payable on in an amount that would be permitted in the date specified thereincase of an advance of a Borrowing of the same Type as provided in Section 2.02. Any Each prepayment of a Eurocurrency Rate Loan Borrowing pursuant to this Section 2.11 shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments pursuant to this Section 2.11 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 2.03(a) shall be applied to the installments thereof as directed extent required by the Borrower (it being understood Section 2.14 and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under any break funding payments required by Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages2.17. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Borrower mayUpon prior notice in accordance with paragraph (a)(ii) of this Section, upon written notice to the Administrative Agent by Borrowers shall have the Borrower, right at any time or and from time to time voluntarily to prepay any Borrowing of any Class Term Loans in whole or or, solely with the consent of the Required Lenders, in part without premium or penalty (except as set forth but subject to Section 2.12 and Section 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective pro rata share of the outstanding Term Loans. At the Borrower’s election in connection any prepayment in this Section 2.03(e)); provided that 2.11, such prepayment shall not be applied to any Term Loan of a Defaulting Lender. (1ii) such notice must be received by The Borrower Agent shall notify the Administrative Agent in writing of any prepayment hereunder (i) in the case of prepayment of a SOFR Borrowing, not later than 1:00 12:00 p.m., New York City time (A) time, three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to before the date of prepayment or (ii) in the case of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount an ABR Borrowing, not later than 12:00 p.m., New York City time, on the day of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstandingprepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of such prepayment and the Class(es) and Type(s) of Loans each Borrowing or portion thereof to be prepaid. The Administrative ; provided that a notice of prepayment delivered by the Borrower Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If may state that such notice is given by conditioned upon the Borrowereffectiveness of other Indebtedness or credit facilities, the Borrower shall make such prepayment and the payment amount specified in which case such notice shall may 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 2.03(a) shall be applied to the installments thereof as directed revoked by the Borrower Agent (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid by notice to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Notwithstanding anything Administrative Agent on or prior to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(aspecified effective date) if such prepayment would have resulted from condition is not satisfied. Promptly following receipt of any such notice relating to a refinancing Borrowing, the Administrative Agent shall advise the Lenders of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayedcontents thereof.

Optional Prepayments. (i) The Borrower may, upon written notice to shall have the Administrative Agent by the Borrower, right at any time or and from time to time voluntarily prepay any Borrowing of any Class in whole or in part time, without premium or penalty (except as set forth in subject to Section 2.03(e4.4(a)(ii)); provided that (1) such notice must be received by , to prepay the Term Loans, in whole or in part, upon delivery to the Administrative Agent of a Notice of Prepayment not later than 1:00 12:00 p.m., New York City time (Ai) on the same Business Day as the prepayment of a Base Rate Loan and (ii) at least three (3) RFR Business Days prior to any date of before the prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000Term SOFR Loan, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify specifying the date and amount of such prepayment repayment, whether the repayment is of Term SOFR Loans or Base Rate Loans or a combination thereof, and if a combination thereof, the amount allocable to each and the Class(es) and Type(s) applicable Class of Term Loans to be being prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that the prepayment is conditioned upon the effectiveness of other credit facilities, acquisitions, dispositions or other transactions, in which case, such notice may be revoked or modified by Borrower (by notice to Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any Each optional prepayment of a Eurocurrency Rate Loan any Class of Term Loans hereunder shall be accompanied by all accrued interest thereon, together with in an aggregate principal amount of at least $1,000,000 or any additional amounts required pursuant to Section 3.04. Each prepayment whole multiple of the Loans pursuant to this Section 2.03(a) $500,000 in excess thereof and shall be applied to the outstanding principal installments thereof of any Incremental Term Loans as directed by the Borrower (it being understood and agreed Borrower, provided that if in the Borrower does not so direct at the time absence of such prepaymentdirection, such optional prepayment shall be applied against 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 Prepayment received after 12:00 p.m. shall be deemed received on the scheduled repayments next Business Day or RFR Business Day, as applicable. 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 pro rata (or greater) repayment of Term Loans of the relevant Existing Term Loan Class under Section 2.05 from which such Extended Term Loans were converted (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentagesfull). (ii) Notwithstanding anything All (a) prepayments of First Amendment Incremental Term Loans pursuant to Section 4.4(a)(i) or Section 4.4(b)(i) effected on or prior to the contrary contained date that is six months after the First Amendment Effective Date in connection with a Repricing Transaction and (b) amendments, amendments and restatements or other modifications of this AgreementAgreement on or prior to the date that is six months after the First Amendment Effective Date constituting Repricing Transactions shall, in each case, be accompanied by a fee payable to the First Amendment Incremental Term Lenders in an amount equal to 1.0% of the aggregate principal amount of the First Amendment Incremental Term Loans so prepaid, in the case of a transaction described in clause (a) of this paragraph, or 1.0% of the aggregate principal amount of First Amendment Incremental Term Loans affected by such amendment, amendment and restatement or other modification (including any such Loans assigned in connection with the replacement of a First Amendment Incremental Term Lender not consenting thereto), in the case of a transaction described in clause (b) of this paragraph. Such fee shall be paid by the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing to the Administrative Agent, for the account of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayedFirst Amendment Incremental Term Lenders in respect of the First Amendment Incremental Term Loans on the date of such prepayment.

Optional Prepayments. (ia) The Borrower may, upon at least three Business Days’ prior written notice to Agent stating the Administrative Agent Prepayment Date, prepay the outstanding principal amount of (i) the Tranche A Loans and (ii) the Tranche B Loans, pro rata, in an aggregate minimum amount of $20,000,000, together with accrued interest through the Prepayment Date, in accordance with the provisions of this Agreement. Each prepayment of Tranche A Loans pursuant to this Section 2.6(a) made prior to the second anniversary of the Original Closing Date, shall be accompanied by the BorrowerApplicable Premium with respect to the principal amount of the Tranche A Loans being prepaid. For purposes hereof, the “Applicable Premium” shall be a cash amount equal to the amounts and the percentages of principal amount of the Tranche A Loans being prepaid set forth below: If prepaid at any time prior to the first anniversary of the Original Closing Date: The sum of (i) the remaining scheduled payments of Cash Interest and PIK Interest with respect to such Tranche A Loans from the Prepayment Date through the first anniversary of the Original Closing Date plus (ii) 7.50% of the principal amount of the Tranche A Loans being prepaid If prepaid at any time on or from time after the first anniversary but prior to time voluntarily prepay any Borrowing the second anniversary of the Original Closing Date: 7.50% of the principal amount of the Tranche A Loans being prepaid (b) Any such prepayment must be accompanied by payment of Agent’s and each Lender’s reasonable out-of-pocket expenses in accordance with Section 9.5(a). Upon the giving of any Class in whole or in part without premium or penalty such notice of prepayment, the principal amount of all outstanding Loans, together with the accrued interest thereon through the Prepayment Date and any Applicable Premium shall become due and payable on the Prepayment Date; provided that any such notice may be subject to the occurrence of a refinancing, and the amount specified to be prepaid shall not become due and payable on the Prepayment Date upon the failure of such condition. (except c) Any optional prepayment under this Section 2.6 shall be applied to the Loans as set forth in Section 2.03(e)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 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 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages2.9. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (ia) The Borrower may, upon written notice to Borrowers shall have the Administrative Agent by the Borrower, right at any time or and from time to time voluntarily to prepay any Borrowing of any Class Borrowing, in whole or in part without premium part, upon at least three Business Days’ prior written or penalty fax notice (except as set forth or telephone notice promptly confirmed by written or fax notice) in Section 2.03(e)); provided that the case of Eurodollar Loans, or written or fax notice (1or telephone notice promptly confirmed by written or fax notice) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) at least one Business Day prior to the date of prepayment in the case of Base Rate Loans ABR Loans, to the Administrative Agent before 12:00 noon, New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (2b) any prepayment Optional prepayments of Eurocurrency Rate Term Loans shall be allocated pro rata among the then outstanding Term Loans of each Class and shall be applied, as to each such Class, first, in direct order to the scheduled installments of principal due in respect of the Term Loans of such Class under Section 2.11(a) or (b), as applicable, on the two Repayment Dates for Term Loans of such Class next following the date of such prepayment unless and until such installments have been eliminated as a result of prepayments under this Section and Section 2.13, and second, ratably to the remaining scheduled installments of principal due in respect of the Term Loans of such Class under Section 2.11(a) or (b), as applicable. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of $1,000,000each Borrowing (or portion thereof) to be prepaid, or a whole multiple of shall be irrevocable (provided that the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify the date and amount occurrence of such prepayment and may be conditioned upon the Class(es) and Type(s) completion of Loans replacement financing), shall commit the applicable Borrower to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each prepay such notice, and of Borrowing by the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable stated therein on the date specified thereinstated therein and shall be substantially in the form of Exhibit F or such other form as shall be acceptable to the Administrative Agent. Any prepayment of a Eurocurrency Rate Loan All prepayments under this Section shall be subject to Section 2.16, but otherwise shall be without premium or penalty, and shall be accompanied by all accrued and unpaid interest thereon, together with any additional amounts required pursuant on the principal amount to Section 3.04. Each prepayment be prepaid to but excluding the date of the Loans pursuant to this Section 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentagespayment. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Borrower Issuer may, upon written notice to at its option, prepay the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay any Borrowing of any Class Notes in whole or in part without premium on any Business Day; provided that (i) the Issuer shall have provided written notice of such prepayment to the Indenture Trustee, the Paying Agent, the Back-Up Manager and Servicer no later than five Business Days (or penalty (except such shorter notice period as set forth in Section 2.03(e)); provided that (1the Variable Funding Note Purchase Agreement for any Series of Variable Funding Notes) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of such prepayment of Base Rate Loans and (2ii) any such prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of is accompanied by all accrued and unpaid interest on the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify Notes being prepaid through the date and amount of such prepayment and (along with any applicable Prepayment Consideration); provided that optional partial prepayments (other than to the Class(esextent made with funds on deposit in the Cash Trap Reserve Account) and Type(s(i) of Loans may be directed by the Issuer to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment applied solely to Notes 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 particular Series and (ii) such optional partial prepayment of the Loans pursuant to this Section 2.03(a) shall will be applied to the installments thereof Classes of such selected Series of Notes in direct order of alphanumerical designation, except that no prepayment is required to be applied to any Variable Funding Notes unless (x) the commitment with respect to such Notes is not revolving or (y) such Notes are in a Post-ARD Period. On the date of any optional prepayment in connection with which Prepayment Consideration is payable, the Indenture Trustee or the Paying Agent, as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct applicable, in either case at the prior written direction of the Manager (or, at any time that the Notes are Specially Serviced Notes, the Servicer), shall pay such Prepayment Consideration received in respect of any Class and Series of Notes to the Holders of such prepayment, Notes pro rata based on the amount of principal prepaid on each such Note. Such optional prepayment shall be applied against subject in all respects to the scheduled repayments of Term Loans applicable requirements of the relevant Class under Section 2.05 Depositary in connection with any prepayment and neither the indirect order Indenture Trustee nor the Paying Agent shall have any responsibility or liability for the failure or delay of maturityany such optional prepayments due to (i) lack of compliance (other than, subject to timely receipt of any information or documents required for its compliance, by the Indenture Trustee or the Paying Agent, as applicable) with the applicable requirements of or any other policies and shall be paid to procedures of the Appropriate Lenders in accordance with their respective Applicable Percentages. Depositary or (ii) Notwithstanding anything any other act or omission of the Depositary. In connection with each disposition of a Fiber Network Asset pursuant to Section 7.29, if and to the contrary contained in this Agreementextent required thereunder, the Borrower may rescind any notice of prepayment under Section 2.03(aIssuer shall prepay the Notes in an amount equal to the applicable Release Price for the related Fiber Network Assets pursuant to clause (v) if such prepayment would have resulted from a refinancing of the applicable FacilityPriority of Payments, which refinancing shall not be consummated or shall otherwise be delayedand pay all amounts necessary to satisfy the Disposition Conditions.

Optional Prepayments. (i) The Borrower mayshall have the right at any time and from time to time, without premium or penalty, to prepay the Term Loans, in whole or in part, upon written notice delivery to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e)); provided that (1) such notice must be received by the Administrative Agent a Notice of Prepayment not later than 1:00 12:00 p.m., New York City time (Ai) on the same Business Day as the prepayment of a Base Rate Loan and (ii) at least three (3) Business Days prior to any date of before the prepayment of Eurocurrency a LIBOR Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000Loan, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and repayment, whether the Class(es) and Type(s) repayment is of LIBOR Rate Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such noticeor Base Rate Loans or a combination thereof, and if a combination thereof, the amount allocable to each and whether the repayment is of the Initial Term Loan, an Incremental Term Loan or a combination thereof, and if a combination thereof, the amount allocable to each. Each optional prepayment of any Class of Term Loans hereunder shall be in an aggregate principal amount of such Lender’s Applicable Percentage at least $1,000,000 or any whole multiple of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment $500,000 in excess thereof and 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 2.03(a) shall be applied to the outstanding principal installments thereof of the Initial Term Loan and, if applicable, any Incremental Term Loans as directed by the Borrower (it being understood and agreed Borrower, provided that if in the Borrower does not so direct at the time absence of such prepaymentdirection, such optional prepayment shall be applied against 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 Prepayment received after 12:00 p.m. shall be deemed received on the scheduled repayments 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 pro rata (or greater) repayment of Term Loans of the relevant Existing Term Loan Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. from which such Extended Term Loans were converted (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if or such prepayment would have resulted from a refinancing Term Loans of the applicable Facility, which refinancing shall not be consummated or shall Existing Term Loan Class have otherwise be delayedbeen repaid in full).

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay any Borrowing of any Class Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth in Section 2.03(e)below); provided that (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) one Business Day prior to on the date of prepayment of Base Rate Loans and Loans, (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a principal amount of $1,000,000, 1,000,000 or a whole multiple of the Borrowing Multiple $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount of such Borrowing thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentthe relevant Facility and Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.043.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 2.07(a) in the indirect direct order of maturity) and shall be paid to the Appropriate Lenders Lenders, subject to Section 2.16, in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities and Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, on or prior to the first anniversary of the Closing Date, the Borrower (a) makes any prepayment of Term B Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, a prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may may, subject to Section 3.05, rescind any notice of prepayment under Section 2.03(a2.05(a) if such prepayment would have resulted from a refinancing of all of the applicable FacilityFacilities and Incremental Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Subject to this Section 2.05, the Borrower may, upon written notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time after the six-month anniversary of the Closing Date voluntarily prepay any Borrowing of any Class Loans in whole or in part without premium or penalty (except as set forth in Section 2.03(e))part; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., 12:00 p.m. (New York City time time) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Eurodollar Loans and (B) one Business Day prior to on the date of prepayment of Base Rate Loans Loans; and (2) any prepayment of Eurocurrency Rate Eurodollar Loans shall be in a principal amount of (x) $1,000,000, 1,000,000 or a whole multiple of the Borrowing Multiple $1,000,000 in excess thereofthereof or, or if less, the entire principal amount of such Borrowing thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment, the amount of the Applicable Prepayment Premium due thereon (provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.14) and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage pro rata share of such prepayment. If such notice is given by the Borrower, it shall be irrevocable, 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 the Applicable Prepayment Premium and accrued interest to such date on the amount prepaid. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.042.14. Each prepayment of the Loans pursuant to this Section 2.03(a2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Notwithstanding anything pro rata shares. Optional prepayments of Loans made pursuant to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing 2.05 shall be accompanied by payment of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayedApplicable Prepayment Premium and all accrued interest on such Loans.

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent (or the Revolver Agent in the case of any notice in connection with any Revolving Credit Facilities, Revolving Credit Commitments, Revolving Credit Loans, Extended Revolving Credit Commitments or Loans thereunder or Incremental Revolving Credit Commitments) by the Borrower, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e2.05(a)(iv)); provided that (1) such notice must be received by the Administrative Agent or the Revolver Agent, as applicable, not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency EurocurrencyAdjusted Term SOFR Rate Loans and (or, in the case of a Eurocurrencyan Adjusted Term SOFR Rate Loan denominated in any currency other than Dollars, not later than 1:00 p.m., Local Time, three (3) Business Days before any date of prepayment), (B) one Business Day prior to on the date of prepayment of Base Rate Loans, (C) three (3) Business Days prior to any date of prepayment of Revolver Adjusted Term SOFR Rate Loans and (D) five (5) Business Days prior to any date of prepayment of Adjusted Daily Simple SOFR Loans or Revolver Adjusted Daily Simple SOFR Loans and (2) any prepayment of Eurocurrency EurocurrencyAdjusted Term SOFR Rate Loans or Revolver Adjusted Term SOFR Rate Loans shall be in a principal amount of $1,000,000, the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof, or in each case, the entire principal amount of such Borrowing thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent (or the Revolver Agent, as applicable) will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurocurrencyan Adjusted Term SOFR Rate Loan or Revolver Adjusted Term SOFR 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 2.03(a2.05(a) shall be applied (x) prior to the Conversion Date, to reduce the principal amount of the Term Loans to be repaid on the Maturity Date and (y) after the Conversion Date, to the Class(es) and Type(s) (and in the case of Term Loans, the installments thereof thereof) as directed by the Borrower (it being understood and agreed that in the case of Term Loans, if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) 2.07 #96808608v5 Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a2.05(a) if such notice of prepayment would have resulted from a refinancing states that such prepayment is conditioned upon the effectiveness of an Investment, Change of Control, the applicable Facilityeffectiveness of other credit facilities, which refinancing shall acquisition, debt or equity offering, and such condition is not be consummated or shall otherwise be delayedsatisfied.

Optional Prepayments. (ia) The Subject to Section 3.4, the Borrower may, upon written notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily while there are no amounts outstanding under the First Lien Credit Agreement and all letters of credit under the First Lien Credit Agreement have been cash collateralized, subject to the concurrent payment of the Premium: (i) prepay any Borrowing of any Class Base Rate Loans upon irrevocable notice to the Administrative Agent not less than one Business Day, ratably as to each Lender, in whole or in part without premium part, in aggregate minimum principal amounts of $100,000 or penalty integral multiples thereof, plus all interest and expenses then outstanding on such Base Rate Loans, and (except as set forth in Section 2.03(e)); provided that (1ii) such prepay LIBO Rate Loans upon irrevocable notice must be received by to the Administrative Agent not later less than 1:00 p.m.three Business Days, New York City time (A) three (3) Business Days prior ratably as to any date each Lender, in whole or in part, in aggregate minimum principal amounts of $500,000 or integral multiples thereof plus all interest and expenses then outstanding on such LIBO Rate Loans. Such notice of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Interest Rate Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each any such notice, and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the The payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with accrued interest to each such date on the amount prepaid, the applicable Premium, and any additional amounts required pursuant to Section 3.04. Each prepayment 3.4. (b) For purposes hereof, the "Premium" shall be a cash amount equal to the percentages of principal amount of the Loans pursuant to this Section 2.03(a) shall be applied being prepaid set forth below: If prepaid after the Closing Date, but prior to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans first anniversary of the relevant Class under Section 2.05 in Closing Date 2.0 % If prepaid on or after the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing first anniversary of the applicable FacilityClosing Date, which refinancing shall not be consummated but prior to second anniversary of the Closing Date 1.0 % If prepaid on or shall otherwise be delayed.after the second anniversary of the Closing Date 0.0 %

Optional Prepayments. (i) The In addition to the prepayment of the Advances on any Payment Date pursuant to the Priority of Payments, the Borrower may, upon written notice to the Administrative Agent by the Borrower, at any time or from time to time on any Borrowing Base Settlement Date, voluntarily prepay any Borrowing of any Class Advances in whole or in part without premium or penalty (except as set forth in part, together with all Interest accrued thereon, subject to the payment of any applicable Prepayment Fee and Section 2.03(e))2.10; provided that (1) such notice must be received by the Borrower shall have delivered to the Collateral Agent and the Administrative Agent written notice of such prepayment (such notice, a “Notice of Prepayment”) not later than 1:00 p.m., New York City time (A) 8:00 a.m. three (3) Business Days prior to any date such Borrowing Base Settlement Date. Each such Notice of prepayment of Eurocurrency Rate Loans Prepayment shall be irrevocable and (B) one Business Day prior to effective upon receipt and shall be dated the date such notice is being given, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. Each prepayment by the Borrower of Base Rate Loans and any Advance pursuant to this Section 2.05(a) (2) other than any prepayment of Eurocurrency Rate Loans the Advances on any Payment Date pursuant to the Priority of Payments) shall in each case be in a principal amount of at least $1,000,000500,000 or, or a whole multiple of the Borrowing Multiple in excess thereofif less, or the entire outstanding principal amount of the Advances Outstanding or, in the case of any prepayment of Advances with the proceeds of a prepayment or repayment of principal of Collateral Loans, such Borrowing then outstanding. Each such notice shall specify lesser amount as is paid by the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepaymentapplicable Obligor in respect thereof. If such notice a Notice of Prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. The Borrower shall make the payment amount specified in such notice by wire transfer of immediately available funds by 2:00 p.m. (New York time) to the deposit account specified by the Administrative Agent from time to time in writing. The Administrative Agent promptly will make such payment amount specified in such notice available to each Lender in the amount of each Lender’s Percentage of the payment amount by wire transfer to such Lender’s account. Any prepayment funds for purposes of a Eurocurrency Rate Loan voluntary prepayment received by the Administrative Agent after 2:00 p.m. (New York time) shall be accompanied by all accrued interest thereondeemed received on the next Business Day. For the avoidance of doubt, together with any additional amounts required pursuant to Section 3.04. Each the prepayment of the Loans Advances on any Payment Date pursuant to this Section 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time Priority of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing Payments shall not be consummated subject to any notice, minimum amount, or shall otherwise be delayedfunding and payment location requirements hereunder.

Optional Prepayments. (ia) The Borrower mayis hereby granted, upon written notice and shall have, the option to prepay the Administrative Agent by unpaid principal of the Notes of either or both series, at the Borrower's discretion, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except in accordance with and as set forth in Section 2.03(e)); provided that (1) such notice must be received by 701 of the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior Indenture with respect to any date of the prepayment of Eurocurrency Rate Loans the Bonds; provided, all prepayments shall be made in immediately available funds or by a corresponding draw under the Credit Facility and (B) one Business Day prior with accrued interest to the date of prepayment of Base Rate Loans and (2) that any prepayment of Eurocurrency Rate Loans any of the Notes in part shall be applied to unpaid installments of principal of the related series of Bonds in inverse order of maturity. Any prepayment pursuant to this subsection (a) shall be made by the Borrower taking, or causing the Issuer to take, the actions required (i) for Payment of the Bonds, in the case of prepayment of the Notes in whole, or (ii) to effect prepayment of less than all of the Bonds according to their respective terms in the case of a partial prepayment of the related Notes. (b) In the event of damage, destruction, or condemnation of the Project or any part thereof, the Borrower may, at its option, pursuant to Section 6.8 hereof and without penalty or premium, prepay the Notes in whole or in part and, if in part, the Borrower shall instruct the Trustee in writing which Notes are to be prepaid; provided that any such prepayment shall be made in immediately available funds with accrued interest to the date of whole or partial prepayment. Any prepayment pursuant to this subsection (b) shall be made by the Borrower taking, or causing the Issuer to take, the actions required for the full or partial prepayment of the Bonds as provided for in subsection (a) hereof. (c) To exercise the option granted in subsection (a) or (b) of this Section 10.1, the Borrower shall give written notice to the Issuer and the Trustee which shall specify therein (i) the date of the intended prepayment of the Notes, which shall not be less than 30 nor more than 60 days from the date the notice is mailed and (ii) the principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans Notes to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is When given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a 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 2.03(a) shall be applied to the installments thereof as directed irrevocable by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable PercentagesBorrower. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (ia) The Borrower may, upon written notice to the Administrative Agent by the Borrower, may at any time or and from time to time voluntarily prepay any Borrowing of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth in subject to Section 2.03(e2.10(b)); provided that , upon revocable notice (1) which may be conditioned as stated in such notice must be received by the Borrower) delivered to the Administrative Agent not no later than 1:00 p.m.12:00 Noon, New York City time (A) time, three (3) Business Days prior to any date thereto, in the case of prepayment of Eurocurrency Rate Loans Eurodollar Loans, and (B) no later than 12:00 Noon, New York City time, one Business Day prior to thereto, in the date case of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000ABR Loans, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such noticeor ABR Loans; provided, and that if a Eurodollar Loan is prepaid on any day other than the last day of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerInterest Period applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such prepayment and notice the payment Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant accrued interest to Section 3.04such date on the amount prepaid. Each prepayment Partial prepayments of the Term Loans pursuant to shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. All optional prepayments of Term Loans in accordance with this Section 2.03(a) 2.10 shall be applied to the installments thereof as directed by the Borrower Borrower. (it being understood b) All (i) prepayments of Initial Term Loans pursuant to Section 2.10(a) or Section 2.11(a) effected on or prior to the six-month anniversary of the Closing Date with the proceeds of a Repricing Transaction and agreed that if (ii) amendments, amendments and restatements or other modifications of this Agreement on or prior to the six-month anniversary of the Closing Date constituting Repricing Transactions shall, in each case, be accompanied by a fee payable to the Initial Term Lenders in an amount equal to 1.00% of the aggregate principal amount of the Initial Term 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 Initial Term Loans affected by such amendment, amendment and restatement or other modification (including any such Loans assigned in connection with the replacement of an Initial Term Lender not consenting thereto), in the case of a transaction described in clause (ii) of this paragraph. Such fee shall be paid by the Borrower does not so direct at to the time Administrative Agent, for the account of the Lenders in respect of the Initial Term Loans, on the date of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (ia) The Borrower may, upon written at least one Domestic Business Day’s notice to the Administrative Agent, prepay to the Administrative Agent, for the account of the Banks, any Base Rate Borrowing or Loans bearing interest at the Offered Rate in whole at any time, or from time to time in part in amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof or, if less, the outstanding principal balance, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. The Borrower may, from time to time on any Domestic Business Day so long as prior notice is given to the Administrative Agent and the Swingline Lender no later than 1:00 p.m. (New York City time) on the day on which the Borrower intends to make such prepayment, prepay any Swingline Loans in whole or in part in amounts aggregating $100,000 or a higher integral multiple of $100,000 (or, if less, the aggregate outstanding principal amount of all Swingline Loans then outstanding) by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks (or the Swingline Lender in the case of Swingline Loans) included in such Borrowing. (b) Except as provided in Section 8.2, the Borrower may not prepay all or any portion of the principal amount of any Euro-Dollar Loan prior to the maturity thereof unless the Borrower shall also pay any applicable expenses pursuant to Section 2.13. Any such prepayment shall be upon at least three (3) Euro-Dollar Business Days’ notice to the Administrative Agent. Any notice of prepayment delivered pursuant to this Section 2.11(b) shall set forth the amount of such prepayment which is applicable to any Loan made for working capital purposes. Each such optional prepayment shall be in the amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans of the Banks included. (c) The Borrower may not prepay any Money Market Loan. (d) The Borrower may, upon at least one (1) Domestic Business Day’s notice to the Administrative Agent (by 2:00 p.m New York time on such Domestic Business Day), reimburse the Borrower, at any time or from time to time voluntarily prepay any Borrowing Administrative Agent for the benefit of the Fronting Bank for the amount of any Class drawing under a Letter of Credit in whole or in part without premium or penalty in any amount. (except as set forth e) The Borrower may at any time return any undrawn Letter of Credit to the Fronting Bank in Section 2.03(e)); provided that (1) such notice must be received by whole, but not in part, and the Fronting Bank shall give the Administrative Agent not later than 1:00 p.m.and each of the Banks notice of such return. (f) The Borrower may at any time and from time to time cancel all or any part of the Commitments in amounts aggregating One Million Dollars ($1,000,000), New York City time or an integral multiple of One Million Dollars (A$1,000,000) in excess thereof, by the delivery to the Administrative Agent and the Banks of a notice of cancellation upon at least three (3) Domestic Business Days prior Days’ notice to Administrative Agent and the Banks, whereupon, all or such portion of the Commitments shall terminate as to the Banks, pro rata on the date set forth in such notice of cancellation, and, if there are any Loans then outstanding in an aggregate amount which exceeds the aggregate Commitments (after giving effect to any such reduction), the Borrower shall prepay to the Administrative Agent, for the account of the Banks, all or such portion of Loans outstanding on such date in accordance with the requirements of prepayment of Eurocurrency Rate Loans Sections 2.11(a) and (Bb). In no event shall the Borrower be permitted to cancel Commitments for which a Letter of Credit has been issued and is outstanding unless the Borrower returns (or causes to be returned) one Business Day prior such Letter of Credit to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans Fronting Bank. The Borrower shall be permitted to designate in a principal amount its notice of $1,000,000cancellation which Loans, or a whole multiple of the Borrowing Multiple in excess thereofif any, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans are to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and A reduction of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 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 Commitments pursuant to this Section 2.03(a2.11(f) shall be applied not effect a reduction in the Swingline Commitment (unless so elected by the Borrower) until the aggregate Commitments have been reduced to an amount equal to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable PercentagesSwingline Commitment. (iig) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any Upon receipt of a notice of prepayment under Section 2.03(aor cancellation or a return of a Letter of Credit pursuant to this Section, the Administrative Agent shall promptly, and in any event within one (1) Domestic Business Day, notify each Bank of the contents thereof and of such Bank’s ratable share (if any) of such prepayment would have resulted from a refinancing or cancellation and such notice shall not thereafter be revocable by the Borrower. (h) Any amounts so prepaid pursuant to this Section 2.11 may be reborrowed subject to the other terms of this Agreement. In the event that the Borrower elects to cancel all or any portion of the applicable FacilityCommitments and the Swingline Commitment pursuant to Section 2.11(f) hereof, which refinancing such cancellation shall be irrevocable and such amounts may not be consummated or shall otherwise be delayedreborrowed.

Optional Prepayments. (i) The Borrower may, upon written notice delivery of a Prepayment Notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay any Borrowing of any Class Term Loans, and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth in Section 2.03(e))part; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m.12:00 noon (New York, New York City time time) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B) one (1) Business Day prior to the any date of prepayment of Base Rate Loans and Loans; (2) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a principal amount of $1,000,000, 1,000,000 or a whole multiple of the Borrowing Multiple $250,000 in excess thereof; (3) 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, or in each case, if less, the entire principal amount of such Borrowing thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.043.05. Each prepayment of the Loans pursuant to this Section 2.03(a2.04(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 2.06 in the indirect direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Pro Rata Shares. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a2.04(a) if such prepayment would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (ia) The Borrower may, upon written at least one Domestic Business Day's notice to the Administrative Agent, prepay to the Administrative Agent, for the account of the Banks, any Alternate Base Rate Borrowing in whole at any time, or from time to time in part in amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof or, if less, the outstanding principal balance, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Borrowing. Any notice of prepayment delivered pursuant to this Section 2.11(a) shall set forth the amount of such prepayment which is applicable to any Loan made for working capital purposes after such prepayment is made. (b) Except as provided in Section 8.2, Borrower may not prepay all or any portion of the principal amount of any Euro-Dollar Loan prior to the maturity thereof unless the Borrower shall also pay any applicable expenses pursuant to Section 2.13. Any such prepayment shall be upon at least three (3) Euro-Dollar Business Days' notice to the Administrative Agent. Any notice of prepayment delivered pursuant to this Section 2.11(b) shall set forth the amount of such prepayment which is applicable to any Loan made for working capital purposes after such prepayment is made. Each such optional prepayment shall be in the amounts set forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans of the Banks included. (c) The Borrower may not prepay any Money Market Loan pursuant to this Section 2.11 except with the prior consent of the applicable Bank or Designated Lender, as the case may be. (d) Borrower may, upon at least one (1) Domestic Business Day's notice to the Administrative Agent (by 11:00 a.m New York time on such Domestic Business Day), reimburse the Borrower, at any time or from time to time voluntarily prepay any Borrowing Administrative Agent for the benefit of the Fronting Bank for the amount of any Class drawing under a Letter of Credit or Existing Letter of Credit, as applicable, in whole or in part without premium in any amount. (e) Borrower may at any time return any undrawn Letters of Credit or penalty (except Existing Letters of Credit, as set forth applicable to the Fronting Bank in Section 2.03(e)); provided that (1) such notice must be received by whole, but not in part, and the Fronting Bank shall give the Administrative Agent not later than 1:00 p.m.and each of the Banks notice of such return. (f) Borrower may at any time and from time to time cancel all or any part of the Commitments in minimum amounts aggregating Five Million Dollars ($5,000,000), New York City time or an integral multiple of One Million Dollars (A$1,000,000) in excess thereof, by the delivery to the Administrative Agent and the Banks of a notice of cancellation upon at least three (3) Domestic Business Days prior Days' notice to Administrative Agent and the Banks, whereupon, in either event, all or such portion of the Commitments shall terminate as to the Banks, pro rata -------- on the date set forth in such notice of cancellation, and, if there are any Loans then outstanding in an aggregate amount which exceeds the aggregate Commitments (after giving effect to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrowerreduction), the Borrower shall make prepay to the Administrative Agent, for the account of the Banks, as applicable, all or such portion of Loans outstanding on such date in accordance with the requirements of Sections 2.11(a) and (b). In no event shall Borrower be permitted to cancel Commitments for which a Letter of Credit or Existing Letter of Credit, as applicable, has been issued and is outstanding unless Borrower returns (or causes to be returned) such Letter of Credit or Existing Letter of Credit, as applicable, to the applicable Fronting Bank. Borrower shall be permitted to designate in its notice of cancellation which Loans, if any, are to be prepaid. (g) Upon receipt of a notice of prepayment or cancellation or a return of a Letter of Credit or Existing Letter of Credit, as applicable, pursuant to this Section, the Administrative Agent shall promptly, and in any event within one (1) Domestic Business Day, notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such prepayment or cancellation and the payment amount specified in such notice shall not thereafter be due and payable on revocable by the date specified therein. Borrower. (h) 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 so prepaid pursuant to this Section 2.03(a) shall 2.11 may be applied reborrowed subject to the installments thereof as directed by other terms of this Agreement. In the event Borrower (it being understood and agreed that if elects to cancel all or any portion of the Borrower does not so direct at the time of such prepaymentCommitments pursuant to Section 2.11(e) hereof, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower amounts may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayedreborrowed.

Optional Prepayments. (i) The Upon prior notice in accordance with paragraph (a)(iii) of this Section, the Borrower may, upon written notice to shall have the Administrative Agent by the Borrower, right at any time or and from time to time voluntarily to prepay any Borrowing of any Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower in its sole discretion) in whole or in part without premium or penalty (except as set forth in but subject if applicable, to Section 2.03(e2.16)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 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 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable PercentagesPercentages of the relevant Class. (ii) Notwithstanding anything to the contrary contained Upon prior notice in accordance with paragraph (a)(iii) of this AgreementSection, the Borrower shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class and/or any Borrowing of Swingline Loans, in whole or in part without premium or penalty (but subject to Section 2.16); provided that (A) after the establishment of any Class of Additional Revolving Loans, any such prepayment of any Borrowing of Revolving Loans of any Class shall be subject to the provisions set forth in Section 2.22, 2.23 and/or 9.02, as applicable and (B) no Borrowing of Revolving Loans may rescind be prepaid unless all Swingline Loans then outstanding, if any, are prepaid concurrently therewith. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower shall notify the Administrative Agent (and the Swingline Lender, if applicable) pursuant to delivery to the Administrative Agent (and the Swingline Lender, if applicable) of a Notice of Loan Prepayment in writing of any prepayment under this Section 2.11(a) (i) in the case of any prepayment of a LIBO RateTerm SOFR Borrowing, not later than 12:00 p.m. three Business Days before the date of prepayment, (ii) in the case of any prepayment of an ABR Borrowing, not later than 11:00 a.m., on the date of prepayment or (iii) in the case of any prepayment of any Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in each case, such later time as to which the Administrative Agent may reasonably agree). Each such notice shall be 8989 W▇▇▇:\98093729\19\40590.0004 irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion or each relevant Class to be prepaid; provided that any notice of prepayment under Section 2.03(adelivered by the Borrower may be conditioned upon the effectiveness of other transactions or other events, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such prepayment would have resulted from a refinancing condition is not satisfied. Promptly following receipt of any such notice relating to any Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of a Borrowing of the same Type and Class as provided in Section 2.02(c), or such lesser amount that is then outstanding with respect to such Borrowing being repaid (and in increments of $100,000 in excess thereof or such lesser incremental amount that is then outstanding with respect to such Borrowing being repaid). Each prepayment of Term Loans shall be applied to the Class or Classes of Term Loans specified in the applicable Facilityprepayment notice, which refinancing and each prepayment of Term Loans of such Class or Classes made pursuant to this Section 2.11(a) shall not be consummated applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class or shall otherwise be delayedClasses in the manner specified by the Borrower or, in the absence of any such specification on or prior to the date of the relevant optional prepayment, in direct order of maturity.

Optional Prepayments. (i) The Borrower Borrowers may, upon written notice from Lead Borrower to the Administrative Agent by the BorrowerAgent, at any time or and from time to time time, voluntarily prepay any Borrowing of any Class (other than Swingline Loans) in whole or in part without premium or penalty (except as set forth in Section 2.03(e3.5)); , provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A1) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans a LIBOR Borrowing and (B2) one Business Day prior to on the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstandingan ABR Borrowing. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any , provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of a Eurocurrency Rate Loan shall other credit facilities or other events or transactions, in which case such notice may be accompanied revoked by all accrued interest thereonLead Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, together with any additional amounts required subject to the Borrowers’ obligation to indemnify the Lenders pursuant to Section 3.04. Each prepayment of the Loans pursuant to this Section 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages3.5. (ii) Notwithstanding anything The Borrowers may, upon written notice from Lead Borrower to the contrary contained Swingline Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in this Agreementwhole or in part without premium or penalty; provided that 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. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Lead Borrower, the Borrower may rescind any notice of prepayment under Section 2.03(a) if Borrowers shall make such prepayment would have resulted from a refinancing of and the applicable Facility, which refinancing payment amount specified in such notice shall not be consummated or shall otherwise be delayeddue and payable on the date specified therein.

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the Borrower, at Credit Facility will include a one-year soft call period. At any time or from time following the first anniversary of the Closing Date, the Company shall be permitted to time voluntarily prepay any Borrowing of any Class the Term Loan in whole or in part without premium or penalty (except as set forth in Section 2.03(e)subject to the Repayment Conditions); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans partial prepayments shall be in a minimum principal amount to be agreed. On the date of $1,000,000each prepayment, or the Company shall pay the accrued and unpaid interest on the principal amount prepaid, together with a whole multiple prepayment premium of 2% for year 2 and 1% for year 3 of the Borrowing Multiple in excess thereofCredit Facility and 0% thereafter. The Company shall give the Lender at least ten (10) days’ prior written notice of each voluntary prepayment, or the entire principal amount of such Borrowing then outstanding. Each such which notice shall specify the date and principal amount of the Term Loan that will be prepaid and the date on which such prepayment and the Class(es) and Type(s) of Loans to will be prepaidmade. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each When such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such written notice is given by to the Borrower, Lender the Borrower shall make such principal amount of the prepayment and the payment amount specified in such written notice shall be become due and payable on the date specified thereinfor such prepayment in such notice. 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 Repayment Conditions: Repayments of the Loans pursuant to this Section 2.03(a) shall be applied principal amount of the Term Loan are subject to the installments thereof as directed following conditions: (i) prior to the fifth anniversary of the Closing Date, the Term Loan may only be repaid with the approval of the Bermuda Monetary Authority (the “BMA”) (to the extent then required by the Borrower (it being understood and agreed that if BMA or the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. BMA’s rules for eligible capital); (ii) Notwithstanding anything the Term Loan may not be repaid at any time, including on the Term Loan Maturity Date, if the ECR would be breached immediately before or after giving effect to such repayment; and (iii) the contrary contained Term Loan may not be repaid at any time, including on the Term Loan Maturity Date, if any other condition to such repayment under the BMA’s rules for eligible capital (on the basis that the Term Loan is intended to qualify as Tier 2 Ancillary Capital under the Insurance Act) or as may have otherwise been imposed by the BMA have not been complied with, unless, in this Agreementthe case of each of clause (i), (ii) and (iii), (a) the Company replaces the capital represented by the Term Loan to be repaid with capital having equal or better capital treatment as the Term Loan under the BMA’s rules for eligible capital (or the satisfaction of such condition is otherwise not required to permit the Term Loan to qualify as Tier 2 Ancillary Capital under the Insurance Act) or (b) the repayment is otherwise permitted by the BMA (collectively, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed“Repayment Conditions”).

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the Borrower, Borrowers may at any time or and from time to time voluntarily prepay any Borrowing of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth in Section 2.03(e2.10(b)); provided that , upon notice delivered by the applicable Borrower to the Administrative Agent (1a) such at least three Business Days (or shorter notice must be received period approved by the Administrative Agent not later than 1:00 p.m., New York City time (AAgent) three (3) Business Days prior to any date thereto in the case of prepayment of Eurocurrency Rate Term Benchmark Loans and (Bb) one on the same Business Day prior to in the date case of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000ABR Loans, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such which notice shall specify the date and amount of such prepayment and prepayment, the Class(es) and Type(s) Class of Loans to be prepaidprepaid and whether the prepayment is of Term Benchmark Loans or ABR Loans; provided, that if a Term Benchmark Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the applicable Borrower shall also pay any amounts owing pursuant to Section 2.20. The Upon receipt of any such notice the Administrative Agent will shall promptly notify each Appropriate relevant Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepaymentthereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant accrued interest to Section 3.04. Each prepayment of such date on the Loans pursuant to this Section 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed amount prepaid; provided that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Notwithstanding notwithstanding anything to the contrary contained in this Agreement, the Borrower Borrowers may rescind rescind, or extend the date for prepayment specified in, any notice of prepayment under this Section 2.03(a) 2.10(a), if such prepayment would have resulted from a refinancing of the applicable Facility, all or any portion of any Facility or Facilities which refinancing shall not be consummated or shall otherwise be delayed. Partial prepayments of 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 amount that is an integral multiple of $500,000 and not less than $1,000,000. Any optional prepayments of the Term Loans shall be applied to the remaining installments thereof as selected by the applicable Borrower (or absent any such selection in the direct order of maturity).

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay any Borrowing of any Class Term Loans in whole or in part without premium or penalty (except as set forth in Section 2.03(e))2.10(b) below; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., 11:00 a.m. (New York City time time) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate LIBOR RateSOFR Loans and (B) one (1) Business Day prior to the any date of prepayment of Base Rate Loans and Loans; (2) any prepayment of Eurocurrency LIBOR RateSOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000, 500,000 or a whole multiple of the Borrowing Multiple $100,000 in excess thereofthereof or, or in each case, if less, the entire principal amount of such Borrowing LIBOR RateSOFR Loans or Base Rate Loans, as the case may be, then outstanding. Each such notice shall specify the date (which shall be a Business Day) and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaidprepayment. The Administrative Agent will shall promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable portion of such prepayment. If such notice is given by the Borrower, the Borrower then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any optional prepayment of a Eurocurrency Rate Loan the Term Loans shall be accompanied by all accrued interest thereon, together and any Prepayment Premium as set forth in Section 2.10(b) (if applicable) and with respect to any optional prepayment of a LIBOR RateSOFR Loan shall be accompanied by any additional amounts required pursuant to Section 3.042.12(b)(ii). Each Any prepayment of the Loans pursuant to principal under this Section 2.03(a2.4(c) shall be applied to the installments thereof remaining amortization payments as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect applicable prepayment notice (or, if no direction is provided, to the remaining amortization payments in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Upon prior notice in accordance with paragraph (a)(iii) of this Section 2.11, the Lead Borrower may, upon written notice to shall have the Administrative Agent by the Borrower, right at any time or and from time to time voluntarily to prepay any Borrowing of any Class Term Loans in whole or in part without premium or penalty (except as set forth in Section 2.03(ebut subject to Sections 2.12(f) and 2.16)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 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 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Notwithstanding anything Upon prior notice in accordance with paragraph (a)(iii) of this Section 2.11, the Lead Borrower shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16). Prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied to outstanding LC Disbursements and, second, shall be applied ratably to the contrary contained outstanding Revolving Loans, including any Additional Revolving Loans. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages. (iii) The Lead Borrower shall notify the Administrative Agent in writing or by telephone (promptly confirmed in writing) of any prepayment under this AgreementSection 2.11(a) (A) in the case of a prepayment of a Eurocurrency Rate Borrowing, not later than 1:00 p.m. three Business Days before the Borrower date of prepayment or (B) in the case of a prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 1:00 p.m. one Business Day before the date of prepayment (or, in the case of clauses (A) and (B), such later date to which the Administrative Agent may rescind any agree). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment under Section 2.03(adelivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such prepayment would have resulted from a refinancing condition is not satisfied. Promptly following receipt of any such notice relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the applicable Facilitycontents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c). Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Lead Borrower or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturity. Each prepayment of Loans shall be made in the currency in which refinancing shall not be consummated or shall otherwise be delayedsuch Loans are denominated.

Optional Prepayments. (i) The Borrower Borrowers may, upon written notice to the Administrative Agent by the BorrowerBorrower Representative, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e2.05(a)(iv)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time Local Time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to on the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereofthereof or, or in each case, the entire principal amount of such Borrowing thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerBorrower Representative, the Borrower applicable Borrower(s) shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a 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 2.03(a2.05(a) shall be applied to the installments thereof as directed by the Borrower Representative (it being understood and agreed that if the Borrower Representative does not so direct at the time of such prepayment, such prepayment shall be applied to prepay the Term Loans (including, for the avoidance of doubt, the Initial Term Loans) on a pro rata basis across Classes and pro rata among Lenders within each Class in accordance with the respective outstanding principal amounts thereof (which prepayments shall be applied to against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 2.07 in the indirect direct order of maturity)) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) [Reserved]. (iii) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 3.04, the Borrower Representative may rescind any notice of prepayment under Section 2.03(a2.05(a) if such prepayment would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that, on or prior to the date that is six (6) months after the Closing Date, the Borrowers (i) make any prepayment of Initial Term Loans in connection with any Repricing Event or (ii) effect any amendment of this Agreement resulting in a Repricing Event, the Borrowers shall pay or cause to be paid to the Administrative Agent, for the ratable account of each of the applicable Initial Term Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the amount of the Initial Term Loans being prepaid and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment.

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e2.05(a)(iv)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans (or, in the case of a Eurocurrency Rate Borrowing denominated in a Multicurrency Tranche 1 Alternative Currency or Multicurrency Tranche 2 Alternative Currency, not later than 1:00 p.m., Local Time, three (3) Business Days before any date of prepayment) and (B) one Business Day prior to on the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof, or in each case, the entire principal amount of such Borrowing thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 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 2.03(a2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 2.07 in the indirect direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (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 a minimum principal amount of $1,000,000 or the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a2.05(a) if such prepayment would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) (A) In the event that the Borrower makes any prepayment of Term B-1 Loans in connection with any Repricing Transaction or effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-1 Loans prior to the first anniversary of the Closing Date, the Borrower shall pay a premium in an amount equal to 1.0% of the amount of the Term B-1 Loan being prepaid or the aggregate amount of the applicable Term B-1 Loans outstanding immediately prior to such amendment, respectively, to the Administrative Agent, for the ratable account of each of the Term B-1 Lenders.

Optional Prepayments. (i) The Upon prior notice in accordance with paragraph (a)(iii) of this Section 2.11, the Borrower may, upon written notice to shall have the Administrative Agent by the Borrower, right at any time or and from time to time voluntarily to prepay any Borrowing of any Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower in its sole discretion) in whole or in part without premium or penalty (except as set forth in Section 2.03(e)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time but subject (A) three (3) Business Days prior in the case of Borrowings of Initial Term Loans only, to any date of prepayment of Eurocurrency Rate Loans and Section 2.12(c), (B) one Business Day prior if applicable, to Section 2.16 and (C) to the date of prepayment of Base Rate requirement that such Term Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in secured by the Collateral on a principal amount of $1,000,000, or a whole multiple of first lien basis pari passu with the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstandingInitial Term Loans). Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 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 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable PercentagesPercentages of the relevant Class. (ii) Notwithstanding anything [Reserved]. (iii) The Borrower shall notify the Administrative Agent in writing of any prepayment under this Section 2.11(a) in the form of a Prepayment Notice in the case of any prepayment of (i) an Adjusted Eurocurrency Rate a Term SOFR Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (ii) an ABR Borrowing, not later than 1:00 p.m. one Business Day prior to the contrary contained day of prepayment. Each such Prepayment Notice shall be irrevocable (except as set forth in the proviso to this Agreement, sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that any Prepayment Notice delivered by the Borrower may rescind any be conditioned upon the effectiveness of other transactions, in which case such Prepayment Notice may be revoked by the Borrower (by notice of prepayment under Section 2.03(ato the Administrative Agent on or prior to the specified effective date) if such prepayment would have resulted from a refinancing condition is not satisfied. Promptly following receipt of any such Prepayment Notice relating to any Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of a Borrowing of the same Type and Class as provided in Section 2.02, or such lesser amount that is then outstanding with respect to such Borrowing being repaid (and in increments of $100,000 in excess thereof or such lesser incremental amount that is then outstanding with respect to such Borrowing being repaid). Each prepayment of Term Loans shall be applied to the Class of Term Loans specified in the applicable FacilityPrepayment Notice, which refinancing and each prepayment of Term Loans of such Class made pursuant to this Section 2.11(a) shall not be consummated applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower or, in the absence of any such specification on or shall otherwise be delayedprior to the date of the relevant optional prepayment, in direct order of maturity.

Optional Prepayments. (ia) The Borrower may, upon at least three Business Days’ prior written notice to Agent stating the Administrative Agent by Prepayment Date and aggregate principal amount of the Borrowerprepayment, at any time or from time to time voluntarily prepay any Borrowing the outstanding principal amount of any Class the Loans, in whole or in part without premium part, at Borrower’s option, together with accrued interest through the Prepayment Date on the principal amount prepaid, in accordance with the provisions of this Agreement. Each prepayment of Loans pursuant to this Section 2.6(a) made prior to the second anniversary of the Closing Date, shall be accompanied by the concurrent payment of the Applicable Premium with respect to the principal amount of the Loans being prepaid. For purposes hereof, the “Applicable Premium” shall be a cash amount equal to: If prepaid at any time prior to the first anniversary of the Closing Date The undiscounted interest that would have accrued on the principal amount prepaid, including under Section 2.8(b), from the date of prepayment to the first anniversary of the Closing Date plus 1.0% of the aggregate amount prepaid (b) Each partial prepayment shall be in an aggregate amount not less than $10,000,000 or penalty integral multiples of $10,000,000 in excess thereof, and any such prepayment must be accompanied by payment of Agent’s and each Lender’s out-of-pocket expenses. Upon the giving of any such notice of prepayment, the principal amount of the Loans specified to be prepaid, together with the accrued interest thereon through the Prepayment Date shall become due and payable on the Prepayment Date and, if applicable, the Applicable Premium, shall become due and payable on the Prepayment Date; provided that any such notice may be subject to one or more conditions precedent, including any Disposition, the consummation of a refinancing or other event, and the amount specified to be prepaid shall not become due and payable on the Prepayment Date upon the failure of any one of such conditions. (except c) Any optional prepayment under this Section 2.6 shall be applied to the Loans as set forth in Section 2.03(e)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 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 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages2.9. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (ia) The Borrower Borrowers or CarrAmerica LP may, upon written at least one Domestic Business Day's notice to the Administrative Agent by Lead Agent, prepay to the BorrowerLead Agent, for the account of the Banks, any Base Rate Borrowing in whole at any time time, or from time to time voluntarily in part in amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of One Million Dollars ($1,000,000) in excess thereof or, if less, the outstanding principal balance, by paying the principal amount to be pre-paid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such Borrowing. Any notice of prepayment delivered pursuant to this Section 2.10(a) shall set forth the amount of such prepayment which is applicable to any Borrowing Loan made for working capital purposes and the Outstanding Working Capital Amount after such prepayment is made. (b) Except as provided in Section 8.2, a Borrower or CarrAmerica LP may not prepay all or any portion of the principal amount of any Class Euro-Dollar Loan prior to the maturity thereof unless the applicable Borrower or CarrAmerica LP shall also pay any applicable expenses pursuant to Section 2.12. Any such prepayment shall be upon at least three (3) Euro-Dollar Business Days' notice to the Lead Agent. Any notice of prepayment delivered pursuant to this Section 2.10(b) shall set forth the amount of such prepayment which is applicable to any Loan made for working capital purposes and the Outstanding Working Capital Amount after such pre-payment is made. Each such optional prepayment shall be in the amounts set forth in Section 2.10(a) above and shall be applied to prepay ratably the Loans of the Banks included. (c) A Borrower or CarrAmerica LP may, upon at least one (1) Domestic Business Day's notice to the Lead Agent (by 11:00 a.m New York time on such Domestic Business Day), reimburse the Lead Agent for the benefit of the Fronting Bank for the amount of any drawing under a Letter of Credit in whole or in part without premium in any amount. (d) A Borrower or penalty CarrAmerica LP may at any time return any undrawn Letters of Credit to the Fronting Bank in whole, but not in part, and the Fronting Bank shall endeavor to give the Lead Agent and each of the Banks notice of such return. (except e) Either Borrower may at any time and from time to time cancel all or any part of the Tranche A Commitments or Tranche B Commitments, as set forth applicable, in Section 2.03(eamounts aggregating One Million Dollars ($1,000,000)); provided that , or an integral multiple of One Million Dollars (1$1,000,000) such notice must be received in excess thereof, by the Administrative delivery to the Lead Agent not later than 1:00 p.m., New York City time (A) and the Banks of a notice of cancellation upon at least three (3) Domestic Business Days prior Days' notice to Lead Agent and the Banks, whereupon, in either event, all or such portion of the Tranche A Commitments or Tranche B Commitments, as applicable, shall terminate as to the Banks, pro rata on the date set forth in such notice of cancellation, and, if there are any Loans then outstanding in an aggregate amount which exceeds the aggregate Tranche A Commitments or Tranche B Commitments, as applicable (after giving effect to any such reduction), the applicable Borrower shall prepay to the Lead Agent, for the account of the Banks, as applicable, all or such portion of Loans outstanding on such date in accordance with the requirements of Sections 2.10(a) and (b). In no event shall either Borrower be permitted to cancel Commitments for which a Letter of Credit has been issued and is outstanding unless such Borrower returns (or causes to be returned) such Letter of Credit to the Fronting Bank. A Borrower shall be permitted to designate in its notice of cancellation which Loans, if any, are to be prepaid. (f) Upon receipt of a notice of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or cancellation or a whole multiple return of a Letter of Credit pursuant to this Section, the Lead Agent shall promptly, and in any event within one (1) Domestic Business Day, notify each Bank of the Borrowing Multiple in excess thereof, or the entire principal amount contents thereof and of such Borrowing then outstanding. Each Bank's ratable share (if any) of such prepayment or cancellation and such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to not thereafter be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given revocable 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. Borrowers or CarrAmerica LP. (g) 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 so prepaid pursuant to this Section 2.03(a) shall 2.10 may be applied reborrowed subject to the installments thereof as directed by other terms of this Agreement. In the event either Borrower (it being understood and agreed that if elects to cancel all or any portion of the Borrower does not so direct at the time of such prepaymentCommitments pursuant to Section 2.10(e) hereof, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower amounts may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayedreborrowed.

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay any Borrowing of any Class Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth in Section 2.03(e)below); provided that (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B2) one Business Day prior to on the date of prepayment of Base Rate Loans and Loans, (2B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a principal amount of $1,000,000, 1,000,000 or a whole multiple of the Borrowing Multiple $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount of such Borrowing thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s 's ratable portion of such prepayment (based on such Lender's Applicable Percentage in respect of such prepaymentthe relevant Facility and Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.043.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 2.07(a) in the indirect direct order of maturity) and shall be paid to the Appropriate Lenders Lenders, subject to Section 2.16, in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities and Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, on or prior to the six month anniversary of the Second Incremental Amendment Closing Date, the Borrower (a) makes any prepayment of Term B-2 Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, a prepayment premium equal to 1% of the amount of the Term B-2 Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B-2 Lenders to such amendment whose Term B-2 Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B-2 Loans of such non-consenting Term B-2 Lenders outstanding immediately prior to such amendment. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may may, subject to Section 3.05, rescind any notice of prepayment under Section 2.03(a2.05(a) if such prepayment would have resulted from a refinancing of all of the applicable FacilityFacilities and Incremental Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (ia) The Borrower maymay at any time and from time to time prepay the Loans of any Class (and Revolving Loans under any Class of Revolving Commitments selected by the Borrower), in whole or in part, without premium or penalty, upon written notice in such 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, delivered to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e)); provided that (1) such notice must be received by the Administrative Agent not no later than 1:00 p.m.P.M., New York City time (A) time, at least three (3) Business Days prior to any date thereto in the case of prepayment of Eurocurrency Rate Eurodollar Rate/SOFR Loans and (B) no later than 1:00 P.M., New York City time, at least one Business Day prior to thereto in the date case of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000ABR Loans, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such which notice shall specify the date and amount of such prepayment and prepayment, the Class(es) and Type(s) Class of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender being prepaid and whether the prepayment is of its receipt of each such noticeEurodollar Rate/SOFR Loans or ABR Loans; provided, and that if a Eurodollar Rate/SOFR Loan is prepaid on any day other than the last day of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerInterest Period applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.18. Upon receipt of any such prepayment and notice, the payment Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to Section 3.04such date on the amount prepaid. Each prepayment Partial prepayments of the Term Loans and Revolving Loans pursuant to this Section 2.03(a2.8(a) shall be in an aggregate principal amount of $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 $1,000,000 or a whole multiple of $500,000 in excess thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities (including under this Agreement) or incurrence of other Indebtedness, the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of Loans of any Class (or Revolving Loans under any Revolving Commitments, as the case may be) pursuant to this Section 2.8(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time Loans of such prepayment, Class (or the Revolving Loans under such prepayment shall be applied against Class of Revolving Commitments as the scheduled repayments case may be) of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders each Lender on a pro rata basis in accordance with their the respective Applicable Percentagesamounts of such Loans held by each such Lender. (iii) Notwithstanding anything to the contrary in Section 2.8(a), the Borrower shall have the right at any time and from time to time to prepay Term Loans of any Class, to the Lenders at a prepayment price which is less than, equal to or greater than the principal amount of such Term Loans and on a non pro rata basis (each, an “Offered Voluntary Prepayment”) either (x) purchasing directly from Lenders at the Borrower’s sole discretion pursuant to Section 10.6(g) or (y) pursuant to the procedures described in this Section 2.8(b); provided that (A) no Offered Voluntary Prepayment may be made if a Default or Event of Default has occurred and is continuing, (B) any Offered Voluntary Prepayment shall be offered to all Lenders with Term Loans of the Class selected by the Borrower on a pro rata basis and (C) 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 AgreementSection 2.8(b) has been satisfied. (ii) To the extent the Borrower seeks to make an Offered Voluntary Prepayment pursuant to Section 2.8(b)(i)(y), the Borrower may rescind any will provide written notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing Responsible Officer of the applicable FacilityBorrower to the Administrative Agent (each, which refinancing shall not be consummated or shall otherwise be delayed.an “Offered Prepayment - 61-

Optional Prepayments. (i) The Borrower may, upon written notice to shall have the Administrative Agent by the Borrower, right at any time or and from time to time voluntarily to prepay any Borrowing of any Class Borrowing, in whole or in part part, without premium or penalty (except as set forth but subject to the provisions of Section 2.20), by giving irrevocable written notice (or telephonic notice promptly confirmed in Section 2.03(e)); provided that (1writing) such notice must be received by to the Administrative Agent not no later than 1:00 p.m.(i) in the case of prepayment of any Eurocurrency Borrowing denominated in Dollars, 11:00 a.m. (New York City time (A) Time not less than three (3) Business Days prior to any date such prepayment, (ii) in the case of prepayment of any Eurocurrency Rate Loans and Borrowing denominated in an Alternative Currency, 11:00 a.m. (BNew York time) one not less than four (4) Business Day prior to Days (or five (5) Business Days, in the date case of prepayment of Base Rate Loans denominated in Special Notice Currencies) prior to any such prepayment and (2iii) any in the case of all other prepayments, 11:00 a.m. (New York time) on the Business Day of such prepayment, provided that no notice shall be required for the prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstandingany Cash Management Swingline Loans. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Class(es) and Type(s) principal amount of Loans each Borrowing or portion thereof to be prepaid. The Upon receipt of any such notice, the Administrative Agent will shall promptly notify each Appropriate affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s Applicable Percentage Pro Rata Share of any such prepayment. If such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereondesignated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d). Each partial prepayment of any additional amounts required Loan (other than a Swingline Loan) shall be in a Dollar Equivalent amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 3.042.2 or in the case of a Swingline Loan pursuant to Section 2.4. Each prepayment of the Loans pursuant to this Section 2.03(a) a Borrowing shall be applied ratably to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of Revolving Loans comprising such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable PercentagesBorrowing. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Loans or terminate or reduce any Borrowing of any Class Commitments, in whole or in part without premium or penalty (except as set forth in clause (iii) of this Section 2.03(e2.05(a)); provided that (1) any such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to termination or reduction of any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans Commitments shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstandingcompliance with Section 2.05(b)(iii). Each such Such notice shall specify the date and amount of such prepayment and prepayment, termination or reduction and, if applicable, the Class(es) and Type(s) of Loans to be prepaid. The prepaid (which prepayment, termination or reduction date shall be a Business Day not less than three (3) Business Days after the date of such notice or such shorter period as the Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinmay agree to). Any prepayment of a Eurocurrency Rate any 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 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages2.10. (ii) Notwithstanding anything [Reserved]. (iii) In connection with any voluntary termination of the Commitments, or any permanent reduction of the Commitments made on or prior to the contrary contained date that is twenty-four (24) months after the Closing Date, Borrower shall pay to the Administrative Agent for the account of each Lender in this Agreementaccordance with such Lender’s Applicable Percentage, a prepayment premium in an amount equal to the Borrower may rescind any notice product of: (x) the amount of the Commitments being so terminated or permanently reduced, (y) the Applicable Margin in effect at such time multiplied by 50% and (z) the number of days remaining (as of the scheduled date of such termination or reduction) to the twenty-four (24) month anniversary of the Closing Date divided by 360. Such prepayment under Section 2.03(apremium shall be due and payable on the date of such voluntary termination or reduction. Notwithstanding the foregoing, (A) if such prepayment would have resulted from to the extent a Lender (or its Affiliate) participates in a refinancing of the applicable FacilityLoans in proportion to, which or in excess of, its Applicable Percentage as of the date of such refinancing, and the proceeds of such refinancing are used to permanently reduce or terminate the Commitments, (B) if all or any portion of the Commitments are permanently reduced pursuant to a refinancing transaction consummated because any Lender did not consent to an extension of the Stated Maturity Date pursuant to Section 2.01(i) hereof, or (C) to the extent a Lender is a Defaulting Lender hereunder, Borrower shall not be consummated or shall otherwise be delayed.required to pay a prepayment premium pursuant to the foregoing clause

Optional Prepayments. (i) The Borrower mayExcept as set forth herein, upon after giving Administrative Agent advance written notice of the intent to prepay, Borrowers may voluntarily prepay all or any part of the Administrative Agent by Principal Debt or the BorrowerSwing Line Principal Debt, at any time or from time to time voluntarily prepay and at any Borrowing of any Class time, in whole or in part part, without premium or penalty (except as set forth in Section 2.03(e))penalty; provided that that: (1i) such notice must be received by the Administrative Agent not later than 1:00 p.m.by 12:00 noon, New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) Dallas, Texas time, one Business Day prior to preceding the date of prepayment of Base Rate Loans and any Borrowing except with respect to the Swing Line Principal Debt for which same Business Day notice is sufficient; (2ii) any each such partial prepayment of Eurocurrency Rate Loans shall must be in a principal minimum amount of at least $1,000,000, 1,000,000 or a whole greater integral multiple of $1,000,000 thereof or such lesser amount as may be outstanding under the Revolver Facility (or with respect to prepayments of the Swing Line Principal Debt, $100,000 or a greater integral multiple thereof or such lesser amount as may be outstanding under the Swing Line Subfacility); (iii) any Eurodollar Rate Borrowing Multiple in excess thereof, or may only be prepaid at the entire principal end of an applicable Interest Period (unless Borrowers pay the amount of such Borrowing then outstandingany Consequential Loss); and (iv) Borrowers shall pay any related Consequential Loss within ten (10) days after demand therefor. Conversions under SECTION 3.11 are not prepayments. Each such notice of prepayment shall specify the date prepayment date, the applicable loan hereunder of Principal Debt being prepaid, and amount the Type of Borrowing(s) and amount(s) of such prepayment and the Class(esBorrowing(s) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender prepaid and shall constitute a binding obligation of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall Borrowers to make such a prepayment and the payment amount specified in such notice shall be due and payable on the date specified stated therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with (unless such prepayment is made with respect to a Base Rate Borrowing or Swing Line Borrowing) accrued and unpaid interest to the date of such payment on the aggregate principal amount prepaid. Unless a Default or Potential Default has occurred and is continuing (or would arise as a result thereof), any additional amounts required pursuant to Section 3.04. Each payment or prepayment of the Loans pursuant to this Section 2.03(a) shall Principal Debt may be applied reborrowed by Borrowers, subject to the installments thereof as directed by the Borrower (it being understood terms and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans conditions of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable PercentagesLoan Documents. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Borrowing Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e)below); provided that (1A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m.11:00 a.m. (1) [reserved], New York City time (A2) three (3) two Business Days prior to any date of prepayment of Eurocurrency Rate Term SOFR Loans and (B3) one Business Day prior to on the date of prepayment of Base Rate Loans and Loans, (2B) any prepayment of Eurocurrency Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000, 250,000 or a whole multiple of the Borrowing Multiple $100,000 in excess thereofthereof or, or in each case, if less, the entire principal amount of such Borrowing thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentthe relevant Facility and Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Term SOFR Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.043.05. Each prepayment of the any outstanding Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans of the relevant Class under Section 2.05 2.07(a) in the indirect direct order of maturity) and shall be paid to the Appropriate Lenders Lenders, subject to Section 2.16, in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities and Incremental Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may may, subject to Section 3.05, rescind any notice of prepayment under Section 2.03(a2.05(a) if such prepayment would have resulted from a refinancing of all of the applicable FacilityFacilities and Incremental Facilities or 100% of any Class of Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Term B-4-5 Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-4-5 Loans, in each case prior to the six (6) month anniversary of the ThirdSeventh Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Term B-4-5 Loans being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Term B-4-5 Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Upon prior notice in accordance with paragraph (a)(ii) of this Section 2.11, the Borrower may, upon written notice to shall have the Administrative Agent by the Borrower, right at any time or and from time to time voluntarily to prepay any Borrowing of any Loans of one or more Classes (such Class or Classes to be selected by the Borrower in its sole discretion) in whole or in part without premium or penalty (except as set forth provided in Section 2.03(e)); provided that 2.12(c) and Section 2.16, which fees and breakage costs shall accompany such prepayment and any accrued but unpaid interest on the principal amount of such prepayment as required by Section 2.13. Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages of the relevant Class. (1ii) such notice must be received by The Borrower shall notify the Administrative Agent in writing of any prepayment of Term Loans under this Section 2.11(a) (A) in the case of an optional prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m., New York City time (A) p.m. on the date that is three (3) Business Days prior to any the proposed date of prepayment of Eurocurrency Rate Loans (or such shorter period as shall be reasonably acceptable to the Administrative Agent and the applicable Lenders entitled to receive such prepayment), or (B) in the case of an optional prepayment of an ABR Borrowing, not later than 11:00 a.m. on the date that is one (1) Business Day prior to the proposed date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans or such shorter period as shall be in a principal amount of $1,000,000, or a whole multiple of reasonably acceptable to the Borrowing Multiple in excess thereof, or Administrative Agent and the entire principal amount of applicable Lenders entitled to receive such Borrowing then outstandingprepayment). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof or each relevant Class to be prepaid; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of other transactions, in which case, such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or such transaction is not consummated. Promptly following receipt of any such notice relating to any optional prepayment, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial optional prepayment of any Borrowing shall be in an aggregate minimum principal amount of $500,000 (or, if less, the remaining unpaid principal amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaidBorrowing). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any Each optional 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 Term Loans made pursuant to this Section 2.03(a2.11(a) shall be applied to scheduled amortization installments of principal due in respect of the installments thereof Term Loans as directed by the Borrower in its sole discretion (it being understood and agreed that or, if the Borrower does not so direct at the time of such prepaymentdirected, such prepayment shall be applied against the to such scheduled repayments of Term Loans of the relevant Class under Section 2.05 amortization installments in the indirect direct order of maturity) and shall be maturity until each such installment is paid to the Appropriate Lenders in accordance with their respective Applicable Percentagesfull). (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Upon prior notice in accordance with paragraph (a)(iii) of this Section, the Borrower may, upon written notice to shall have the Administrative Agent by the Borrower, right at any time or and from time to time voluntarily to prepay any Borrowing of any Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower in its sole discretion) in whole or in part without premium or penalty (except as set forth in Section 2.03(e)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time but subject (A) three (3in the case of Borrowings of Initial Term Loans only, to Section 2.12(f) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior if applicable, to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstandingSection 2.16). Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 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 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable PercentagesPercentages of the relevant Class. (ii) Notwithstanding anything to the contrary contained Upon prior notice in accordance with paragraph (a)(iii) of this AgreementSection, the Borrower shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans of any Class, in whole or in part without premium or penalty (but subject to Section 2.16); provided that after the establishment of any Class of Additional Revolving Loans, any such prepayment of any Borrowing of Revolving Loans of any Class shall be subject to the provisions set forth in Section 2.22, 2.23 and/or 9.02, as applicable. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (iii) The Borrower shall notify the Administrative Agent in writing of any prepayment under this Section 2.11(a) (i) in the case of any prepayment of any LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (ii) in the case of any prepayment of an ABR Borrowing, not later than 1:00 p.m. one Business Day before the date of prepayment (or, in each case, such later time as to which the Administrative Agent may rescind reasonably agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion or each relevant Class to be prepaid; provided that any notice of prepayment under Section 2.03(adelivered by the Borrower may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such prepayment would have resulted from a refinancing condition is not satisfied. Promptly following receipt of any such notice relating to any Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of a Borrowing of the same Type and Class as provided in Section 2.02(c), or such lesser amount that is then outstanding with respect to such Borrowing being repaid (and in increments of $100,000 in excess thereof or such lesser incremental amount that is then outstanding with respect to such Borrowing being repaid). Each prepayment of Term Loans shall be applied to the Class or Classes of Term Loans specified in the applicable Facilityprepayment notice, which refinancing and each prepayment of Term Loans of such Class or Classes made pursuant to this Section 2.11(a) shall not be consummated applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class or shall otherwise be delayedClasses in the manner specified by the Borrower or, in the absence of any such specification on or prior to the date of the relevant optional prepayment, in direct order of maturity.

Optional Prepayments. (i) The applicable Borrower may, upon written notice to the Administrative Agent by such Borrower in substantially the Borrowerform attached hereto as Exhibit K, at any time or from time to time voluntarily prepay any Borrowing of any Class Initial Term B Loans, Revolving Credit Loans and the Delayed Draw Term Loans in whole or in part without premium or penalty (except as set forth in required by clause (iii) of this Section 2.03(e)2.05(a) and Section 3.05); provided that provided, (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City at any time (A) at least three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) at least one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, 100,000 or a whole multiple of the Borrowing Multiple $100,000 in excess thereofthereof or, or in each case, the entire principal amount of thereof then outstanding or such Borrowing then outstandingother amount as reasonably agreed by the Administrative Agent. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerLead Borrower or any of its Affiliates, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.043.05. Each prepayment of the Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied to the installments thereof each Class of Term Loan as directed by the appliable Borrower and applied to the installments of such relevant Class as directed by such Borrower (it being understood and agreed that if the such Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 2.07 in the indirect direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable PercentagesPercentage. (ii) [Reserved]. (iii) Notwithstanding anything to the contrary contained in this Agreement, if the applicable Borrower (A) makes any prepayment, refinancing or repayment of Initial Term B Loans or Delayed Draw Term Loans in connection with a Repricing Event or any replacement of any Lender as a result of such Lender being a Non-Consenting Lending (any such payment or replacement, an “Applicable Payment”) or (B) in connection with any Repricing Event, effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Event, the applicable Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Lenders and Delayed Draw Term Lender, as applicable, if such Applicable Payment or Repricing Event occurs on or prior to the six month anniversary of the Closing Date, (x) a prepayment premium of 1.00% of the principal amount of the Term Loans being prepaid, repaid or replaced and (y) in the case of clause (B) above, an amount equal to 1.00% of the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Event. Notwithstanding anything to the contrary contained in this Agreement, the appliacble Borrower may rescind or postpone any notice of prepayment under Section 2.03(a2.05(a) if such prepayment would have resulted from a refinancing of all or a portion of the applicable FacilityFacilities, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay Term Loans of any Borrowing Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e)below); provided that (1A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m., New York City time 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans[reserved], (2) two Business Days prior to any date of prepayment of Term SOFR Loans and (B3) one Business Day prior to on the date of prepayment of Base Rate Loans and Loans, (2B) any prepayment of Eurocurrency Eurodollar Rate Loans or Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000, 250,000 or a whole multiple of the Borrowing Multiple $100,000 in excess thereofthereof or, or in each case, if less, the entire principal amount of such Borrowing thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentthe relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan or Term SOFR Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.043.05. Each prepayment of the any outstanding Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans of the relevant Class under Section 2.05 2.07(a) in the indirect direct order of maturity) and shall be paid to the Appropriate Lenders Lenders, subject to Section 2.16, in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities and Refinancing Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may may, subject to Section 3.05, rescind any notice of prepayment under Section 2.03(a2.05(a) if such prepayment would have resulted from a refinancing of all of the applicable FacilityFacilities and Refinancing Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Fifth Amendment Effective Date Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Fifth Amendment Effective Date Term Loans, in each case prior to the six (6) month anniversary of the Fifth Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Fifth Amendment Effective Date Term Loan being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Fifth Amendment Effective Date Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part Committed Loans without premium or penalty (except as set forth in Section 2.03(e))penalty; provided that (1i) such notice must be received by the Administrative Agent not later than 1:00 p.m.10:00 a.m., New York, New York City time time, (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans Loans, and (B) one Business Day prior to the date of prepayment of Base Rate Loans and Committed Loans; (2ii) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a principal amount of $1,000,000, 500,000 or a whole multiple of the Borrowing Multiple $500,000 in excess thereof, or the entire ; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of such Borrowing then outstanding$500,000 or a whole multiple of $500,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Committed Loans to be prepaid. Such prepayments shall be applied to either the Revolver Facility or the Committed Term Loans as the Borrower shall direct; provided that if no such direction is given, such prepayments shall be applied first to the Committed Term Loans and then to the Revolver Facility. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.043.05. Each such prepayment of the Loans pursuant to this Section 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Committed Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) Notwithstanding anything to Pro Rata Shares. Prepayments under the contrary contained Revolver Facility provided for in this AgreementSection 2.04(a) shall be applied as follows: (x) first, as a payment of all L/C Borrowings then outstanding, until paid in full, (y) second, as a repayment of all Swing Line Loans then outstanding, until paid in full, and (z) third, as the Borrower may rescind any notice direct. Prepayments of prepayment under Committed Term Loans pursuant to this Section 2.03(a2.04(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not reduce the payments due pursuant to Sections 2.04(b) or 2.06(a). Unless a Default or Event of Default has occurred and is continuing or would arise as a result thereof, any payment or prepayment of Revolver Loans may be consummated or shall otherwise reborrowed by the Borrower, subject to the terms and conditions hereof. Prepayments under the Term Loan Facility may not be delayedreborrowed by the Borrower.

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e2.05(a)(iv)); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate SOFR Loans and (B) one Business Day prior to on the date of prepayment of Base Rate Loans or Daily SOFR Loans and (2) any prepayment of Eurocurrency Rate SOFR Loans shall be in a principal amount of $1,000,000, the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof, or in each case, the entire principal amount of such Borrowing thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate SOFR 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 2.03(a2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 2.07 in the indirect direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) [Reserved]. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a2.05(a) if such prepayment would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the event that the Borrower (x) makes any prepayment of any Class of Initial Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to any Class of Initial Term Loans, in each case prior to the six (6) month anniversary of the Amendment No. 1 Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of such Initial Term Loans being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Initial Term Lenders.

Optional Prepayments. (i) The Each Borrower may, upon written notice by the Borrowers’ Agent to the Administrative Agent by the BorrowerAgent, at any time or from time to time voluntarily prepay any Borrowing of any Class Loans in whole or in part without premium or penalty (except as set forth in penalty, subject to Section 2.03(e)2.03(c) and Section 2.07(c); provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Eurodollar Rate Loans and (B) one (1) Business Day prior to the any date of prepayment of Base Rate Loans Loans; and (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum principal amount of $1,000,0005,000,000, or a whole multiple of the Borrowing Multiple $1,000,000 in excess thereofthereof or, or if less, the entire principal amount of such Borrowing thereof then outstanding; provided, further, that no voluntary prepayment of Roll-Up Loans may be made until (1) all NM Loans and other Obligations existing in respect thereof have been paid in full in cash and the NM Commitments have terminated and (2) the DIP ABL Facility (including all letters of credit issued thereunder) has been terminated and all loans and other obligations existing thereunder have been paid in full in cash (or with respect to letters of credit thereunder, cash collateralized pursuant to the terms of the DIP ABL Credit Agreement). Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans and the order of Borrowing(s) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage pro rata share of such prepayment. If such notice is given by the Borrower, the The applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any ; provided that a notice of prepayment of the Loans delivered by the Borrowers’ Agent may state that such notice is conditional upon the effectiveness of another financing and such notice may (subject to Section 3.05) be revoked by the Borrowers’ Agent (by written notice to the Administrative Agent a Eurocurrency Rate Loan reasonable time prior to the specified effective date) if such condition is not satisfied. Each prepayment of principal of, and interest on, Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04made in Dollars. Each In the case of each prepayment of the Loans pursuant to this Section 2.03(a) shall be applied ), the Borrowers’ Agent may in its sole discretion, but subject to the installments thereof as directed by limitations set forth above, select the Borrower (it being understood Borrowing or Borrowings to be repaid, and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and payment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentagespro rata shares of such Borrowing or Borrowings. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Borrower may, upon written notice to the Administrative Agent by the BorrowerAgent, at any time or and from time to time time, voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e3.5)); , provided that (1A) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York City time (A1) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans a LIBOR Borrowing and (B2) one Business Day prior to the date of prepayment of Base Rate Loans an ABR Borrowing and (2B) any each prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereofthereof or, or in each case, the entire principal amount of such Borrowing thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any , provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of a Eurocurrency Rate Loan shall other credit facilities, in which case such notice may be accompanied revoked by all accrued interest thereon, together with any additional amounts required the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied subject to the Borrower’s obligation to indemnify the Lenders pursuant to Section 3.043.5. Each prepayment of the Incremental Term Loans pursuant to this Section 2.03(a2.7(a) shall be applied to the installments thereof as directed by set forth in the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepaymentapplicable Incremental Assumption Agreement, such prepayment shall be applied against the scheduled repayments of the Incremental Term Loans of the relevant Class under Section 2.05 2.6 in the indirect inverse order of maturity) maturity of such remaining scheduled installments and shall be paid to the Administrative Agent for the account of the Appropriate Lenders in accordance with their respective Applicable Percentages). (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (ia) The Borrower may, upon written Upon notice to the Administrative Agent by prior to 11:00 A.M. (Charlotte, North Carolina, time) on the Borrowersame Domestic Business Day, the Borrowers may prepay any Borrowing which is a Base Rate Borrowing in whole at any time time, or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in Section 2.03(e)); provided that (1) such notice must amounts aggregating at least $500,000, by paying the principal amount to be received by the Administrative Agent not later than 1:00 p.m., New York City time (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) one Business Day prior prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment of shall be applied to prepay ratably the Base Rate Loans and of the several Lenders included in such Base Rate Borrowing. (2b) Upon notice to the Agent prior to 11:00 A.M. (Charlotte, North Carolina, time) 3 Euro-Dollar Business Days before such prepayment, the Borrowers may prepay any prepayment Borrowing which is a Euro-Dollar Borrowing in whole at any time, or from time to time in part in minimum amounts of Eurocurrency Rate Loans shall be in a principal amount $5,000,000 with additional increments of $1,000,000, or a whole multiple of by paying the Borrowing Multiple in excess thereof, or the entire principal amount to be prepaid together with accrued interest thereon to the date of such Borrowing then outstandingprepayment. Each such notice optional prepayment shall specify be applied to prepay ratably the date and Euro-Dollar Loans of the several Lenders included in such Euro-Dollar Borrowing. Euro-Dollar Borrowings may be prepaid before the end of the Interest Period applicable to such Loans, provided that such prepayments are subject to any compensation payments required by SECTION 8.05, unless the amount of such prepayment is deposited with the Agent as cash collateral to secure the Obligations with the direction and authorization given to the Class(esAgent to apply such cash collateral toward payment of such Euro-Dollar Loan at the end of such Euro-Dollar Loan's Interest Period. (c) and Type(s) Upon receipt of Loans a notice of prepayment pursuant to be prepaid. The Administrative this SECTION 2.10, the Agent will shall promptly notify each Appropriate Lender of its receipt the contents thereof and of each such Lender's ratable share of such prepayment (except with respect to Settlement Loans, unless the Lenders have purchased interests therein pursuant to SECTION 2.01(b)) and such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given once received by the BorrowerAgent, shall not thereafter be revocable by the Borrower shall make Borrowers. (d) In the event that any Loan is prepaid on the same day such prepayment and the payment amount specified in Loan was advanced, interest hereunder on such notice Loan 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 2.03(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed for that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentagesday. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (i) The Borrower may, upon written notice to shall have the Administrative Agent by the Borrower, right at any time or and from time to time voluntarily prepay any Borrowing of any Class in whole or in part time, without premium or penalty (except as set forth in subject to Section 2.03(e4.4(a)(ii)); provided that (1) such notice must be received by , to prepay the Term Loans, in whole or in part, upon delivery to the Administrative Agent of a Notice of Prepayment not later than 1:00 12:00 p.m., New York City time (Ai) on the same Business Day as the prepayment of a Base Rate Loan and (ii) at least three (3) RFR Business Days prior to any date of before the prepayment of Eurocurrency Rate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000LIBOR RateTerm SOFR Loan, or a whole multiple of the Borrowing Multiple in excess thereof, or the entire principal amount of such Borrowing then outstanding. Each such notice shall specify specifying the date and amount of such prepayment repayment, whether the repayment is of LIBOR RateTerm SOFR Loans or Base Rate Loans or a combination thereof, and if a combination thereof, the amount allocable to each and the Class(es) and Type(s) applicable Class of Term Loans to be being prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that the prepayment is conditioned upon the effectiveness of other credit facilities, acquisitions, dispositions or other transactions, in which case, such notice may be revoked or modified by Borrower (by notice to Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any Each optional prepayment of a Eurocurrency Rate Loan any Class of Term Loans hereunder shall be accompanied by all accrued interest thereon, together with in an aggregate principal amount of at least $1,000,000 or any additional amounts required pursuant to Section 3.04. Each prepayment whole multiple of the Loans pursuant to this Section 2.03(a) $500,000 in excess thereof and shall be applied to the outstanding principal installments thereof of any Incremental Term Loans as directed by the Borrower (it being understood and agreed Borrower, provided that if in the Borrower does not so direct at the time absence of such prepaymentdirection, such optional prepayment shall be applied against 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 Prepayment received after 12:00 p.m. shall be deemed received on the scheduled repayments next Business Day or RFR Business Day, as applicable. 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 pro rata (or greater) repayment of Term Loans of the relevant Existing Term Loan Class under Section 2.05 from which such Extended Term Loans were converted (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in the indirect order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentagesfull). (ii) Notwithstanding anything All (a) prepayments of First Amendment Incremental Term Loans pursuant to Section 4.4(a)(i) or Section 4.4(b)(i) effected on or prior to the contrary contained date that is six months after the First Amendment Effective Date in connection with a Repricing Transaction and (b) amendments, amendments and restatements or other modifications of this AgreementAgreement on or prior to the date that is six months after the First Amendment Effective Date constituting Repricing Transactions shall, in each case, be accompanied by a fee payable to the First Amendment Incremental Term Lenders in an amount equal to 1.0% of the aggregate principal amount of the First Amendment Incremental Term Loans so prepaid, in the case of a transaction described in clause (a) of this paragraph, or 1.0% of the aggregate principal amount of First Amendment Incremental Term Loans affected by such amendment, amendment and restatement or other modification (including any such Loans assigned in connection with the replacement of a First Amendment Incremental Term Lender not consenting thereto), in the case of a transaction described in clause (b) of this paragraph. Such fee shall be paid by the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing to the Administrative Agent, for the account of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayedFirst Amendment Incremental Term Lenders in respect of the First Amendment Incremental Term Loans on the date of such prepayment.