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.

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.