Prepayment Premiums. If all or any portion of the Term Loans are prepaid, or required to be prepaid pursuant to this Section 2.03, Article IX or otherwise, then, in all cases, the Borrower shall pay to the Lenders, for their respective ratable accounts, on the date on which such prepayment is paid or required to be paid, in addition to the other Obligations so prepaid, or required to be prepaid, a prepayment premium equal to: # with respect to any prepayment paid or required to be paid on or prior to the thirty (30) month anniversary of the Funding Date, the Make-Whole Amount with respect to such prepayment, # with respect to any prepayment paid or required to be paid after the thirty (30) month anniversary of the Funding Date but on or prior to the forty-eight (48) month anniversary of the Funding Date, 4.00% of the principal amount of the Term Loans prepaid or required to be prepaid, # with respect to any prepayment paid or required to be paid after the forty-eight (48) month anniversary of the Funding Date but on or prior to the sixty (60) month anniversary of the Funding Date, 2.50% of the principal amount of the Term Loans prepaid or required to be prepaid, and # with respect to any prepayment paid or required to be prepaid thereafter, 1.25% of the principal amount of the Term Loans prepaid or required to be prepaid.

if all or any portion of the Term A Loans are prepaid, or required to be prepaid, pursuant to this Section 2.03, [Article IX] or otherwise, then, in all cases, the Borrower shall pay to the Lenders, for their respective ratable accounts, on the date on which such prepayment is paid or required to be paid, in addition to the other Obligations so prepaid or required to be prepaid, a prepayment premium equal to: # with respect to any prepayment paid or required to be paid on or prior to the second (2nd) anniversary of the date of the Borrowing of such Term A Loan, an amount equal to the Term A Make-Whole Amount with respect to such prepayment, # with respect to any prepayment paid or required to be paid after the second (2nd) anniversary of the date of the Borrowing of such Term A Loan but on or prior to the third (3rd) anniversary of the date of the Borrowing of such Term A Loan, three percent (3.00%) of the principal amount of such Term A Loan that is prepaid or required to be prepaid, # with respect to any prepayment paid or required to be paid after the third (3rd) anniversary of the date of the Borrowing of such Term A Loan but on or prior to the fourth (4th) anniversary of the date of the Borrowing of such Term A Loan, one percent (1.00%) of the principal amount of such Term A Loan that is prepaid or required to be prepaid and # with respect to any prepayment paid or required to be paid thereafter, zero percent (0.00%) of the principal amount of such Term A Loan that is prepaid or required to be prepaid; and

Prepayment Premium. Upon repayment of the Term Loan 2020 for any reason prior to the Term Loan 2020 Maturity Date, in addition to the payment of any other amounts then-owing, a prepayment premium (the “Prepayment Premium”) in an amount equal to # three percent (3.00%) of the funded amount of the Term Loan 2020 if such prepayment occurs prior to the first day of the month that is thirty (30) months after the Second Amendment Effective Date; and # two percent (2.00%) of the funded amount of the Term Loan 2020 if such prepayment occurs on or after the day of the month that is thirty (30) months after the Second Amendment Effective Date but prior to the Term Loan 2020 Maturity Date; provided that no Prepayment Premium shall be charged if, so long as no Event of Default has occurred and is continuing, the credit facility hereunder is replaced with a new facility from Bank; and”

Premium; Interest; Application of Prepayments. (a) Any optional prepayment of the Term Loans pursuant to [Section 5.2.3] (other than a prepayment arising in connection with a Change of Control or the sale of all or substantially all assets of the Borrowers), shall, be accompanied by a prepayment premium equal to: # with respect to any such prepayments made prior to the date that is the fifteen month anniversary of the Seventh Amendment Effective Date, 1.50% of the principal amount of the Term Loans so prepaid and # thereafter, zero. Each prepayment of Term Loans pursuant to Section 5.2 shall be accompanied by all interest accrued thereon and any amounts payable under Section 3.9, and shall be applied to principal in inverse order of maturity.

“Prepayment Premium” means, with respect to any prepayment of the Term Loan by Borrower pursuant to Section 2.2(c), Section 2.2(d) or Section 2.2(e) or as a result of acceleration of the Term Loan pursuant to Section 9, an amount equal to: # the product of # the amount of all unpaid principal included in such prepayment multiplied by # 0.02, if such prepayment is made prior to the third anniversary of the Funding Date; or # the product of # the amount of all unpaid principal included in such prepayment multiplied by # 0.01, if such prepayment is made after the third anniversary of the Funding Date but prior to the fourth anniversary of the Funding Date.

Premium; Interest; Application of Prepayments. (a) Any optional prepayment of the Term Loans pursuant to Section 5.2.3 (other than a prepayment arising in connection with a Change of Control or the sale of all or substantially all assets of the Borrowers), shall, be accompanied by a prepayment premium equal to: # with respect to any such prepayments made prior to the date that is the fifteen month anniversary of the Seventh Amendment Effective Date, 1.50% of the principal amount of the Term Loans so prepaid and # thereafter, zero. Each prepayment of Term Loans pursuant to Section 5.2 shall be accompanied by all interest accrued thereon and any amounts payable under Section 3.9, and shall be applied to principal in inverse order of maturity.

Whole Amount with respect to such prepayment, # with respect to any prepayment paid or required to be paid after the first (1st) anniversary of the date of the Borrowing of such Loan but on or prior to the second (2nd) anniversary of the date of the Borrowing of such Loan, an amount equal to the Year 2 Term B/C Make-Whole Amount with respect to such prepayment, # with respect to any prepayment paid or required to be paid after the second (2nd) anniversary of the date of the Borrowing of such Loan but on or prior to the third (3rd) anniversary of the date of the Borrowing of such Loan, three percent (3.00%) of the principal amount of such Loan that is prepaid or required to be prepaid, # with respect to any prepayment paid or required to be paid after the third (3rd) anniversary of the date of the Borrowing of such Loan but on or prior to the fourth (4th) anniversary of the date of the Borrowing of such Loan, one percent (1.00%) of the principal amount of such Loan that is prepaid or required to be prepaid and # with respect to any prepayment paid or required to be paid thereafter, zero percent (0.00%) of the principal amount of such Loan that is prepaid or required to be prepaid.

Premium; Interest; Application of Prepayments. (a) (i) Any optional prepayment of the Term Loans pursuant to [Section 5.2.3] (other than a prepayment arising in connection with a Change of Control, an initial public offering of the equity interests of any Obligor or the sale of all or substantially all assets of the Borrowers), shall, be accompanied by a prepayment premium equal to: # with respect to any such prepayments made prior to the first anniversary of the Closing Date, 3.00% of the principal amount of the Term Loan so prepaid, # with respect to any such prepayments made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00% of the principal amount of the Term Loan so prepaid and # thereafter, zero; and # any prepayment of the Term Loans arising in connection with a Change of Control, an initial public offering of the equity interests of any Obligor or the sale of all or substantially all assets of the Borrowers shall, in each case, be accompanied by a prepayment premium equal to: # with respect to any such prepayments made prior to the first anniversary of the Closing Date, 1.00% of the principal amount of the Term Loan so prepaid, and # thereafter, zero. Each prepayment of Term Loans pursuant to Section 5.2 shall be accompanied by all interest accrued thereon and any amounts payable under Section 3.9, and shall be applied to principal in inverse order of maturity.

Premium; Interest; Application of Prepayments. (a) (i) Any optional prepayment of the Term Loans pursuant to Section 5.2.3 (other than a prepayment arising in connection with a Change of Control, an initial public offering of the equity interests of any Obligor or the sale of all or substantially all assets of the Borrowers), shall, be accompanied by a prepayment premium equal to: # with respect to any such prepayments made prior to the first anniversary of the Closing Date, 3.00% of the principal amount of the Term Loan so prepaid, # with respect to any such prepayments made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00% of the principal amount of the Term Loan so prepaid and # thereafter, zero; and # any prepayment of the Term Loans arising in connection with a Change of Control, an initial public offering of the equity interests of any Obligor or the sale of all or substantially all assets of the Borrowers shall, in each case, be accompanied by a prepayment premium equal to: # with respect to any such prepayments made prior to the first anniversary of the Closing Date, 1.00% of the principal amount of the Term Loan so prepaid, and # thereafter, zero. Each prepayment of Term Loans pursuant to Section 5.2 shall be accompanied by all interest accrued thereon and any amounts payable under Section 3.9, and shall be applied to principal in inverse order of maturity.

if all or any portion of the Term B Loans or Term C Loans are prepaid, or required to be prepaid, pursuant to this Section 2.03, [Article IX] or otherwise, then, in all cases, the Borrower shall pay to the Lenders, for their respective ratable accounts, on the date on which such prepayment is paid or required to be paid, in addition to the other Obligations so prepaid or required to be prepaid, a prepayment premium equal to: # with respect to any prepayment paid or required to be paid on or prior to the first (1st) anniversary of the date of the Borrowing of such Loan, an amount equal to the Year 1 Term B/C Make-

Premium; Interest; Application of Prepayments. (a) (i) Any optional prepayment of the Term Loans pursuant to Section 5.2.3 (other than a prepayment arising in connection with a Change of Control, an initial public offering of the equity interests of any Obligor or the sale of all or substantially all assets of the Borrowers), shall, be accompanied by a prepayment premium equal to: # with respect to any such prepayments made prior to the firstdate that is the fifteen month anniversary of the ClosingSeventh Amendment Effective Date, 3.001.50% of the principal amount of the Term LoanLoans so prepaid, # with respect to any such prepayments made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, 1.00% of the principal amount of the Term Loan so prepaid and # thereafter, zero; and # any prepayment of the Term Loans arising in connection with a Change of Control, an initial public offering of the equity interests of any Obligor or the sale of all or substantially all assets of the Borrowers shall, in each case, be accompanied by a prepayment premium equal to: # with respect to any such prepayments made prior to the first anniversary of the Closing Date, 1.00% of the principal amount of the Term Loan so prepaid, and # thereafter, zero. Each prepayment of Term Loans pursuant to Section 5.2 shall be accompanied by all interest accrued thereon and any amounts payable under [Section 3.9], and shall be applied to principal in inverse order of maturity.