At any time on or after the Sixth Amendment Funding Date, in the event that the Loan Parties shall # prepay any Tranche B Loans or # effect any Repricing Amendment (including, for the avoidance of doubt, pursuant to Section 2.18), the Borrower shall pay to the Administrative Agent, for the ratable account of each Tranche B Lender, # in the case of [clause (A) above], a prepayment premium equal to the Makewhole Amount plus the Repayment Fee Percentage, in each case, with respect to the aggregate principal amount of the Tranche B Loans so prepaid, and # in the case of [clause (B) above], a fee equal to the Makewhole Amount plus the Repayment Fee Percentage, in each case, with respect to the aggregate principal amount of the Tranche B Loans subject to such Repricing Amendment (such premium or fee referred to in [clauses (x) and (y)], as applicable, the “Repayment Premium”).

In the event that, on or prior to the date that is six months after the Amendment No. 13 Funding Date, any Borrower # prepays, refinances, substitutes or replaces any Tranche B-1 Term Loans in connection with a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to [Section 2.05(b)(iii)] that constitutes a Repricing Transaction), or # effects any amendment of this Agreement resulting in a Repricing Transaction with respect to the Tranche B-1 Term Loans, as applicable, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan [[Lenders:Organization]], # in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Tranche B-1 Term Loans so prepaid, refinanced, substituted or replaced and # in the case of [clause (y)], a fee equal to 1.00% of the aggregate principal amount of the applicable Tranche B-1 Term Loans outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. As a condition to effectiveness of any assignment pursuant to the parenthetical set forth in the first sentence of [Section 11.15] in respect of any amendment of this Agreement effective on or prior to the date that is six months after the Amendment No. 13 Funding Date, the Borrowers shall pay to the applicable non-consenting Term Loan Lender a premium equal to the premium that would apply if such Term Loan Lender’s Tranche B-1 Term Loans being assigned were being prepaid and subject to the premium set forth in this [Section 2.05(a)] for such Tranche B-1 Term Loans.

In the event that, on or prior to the date that is six months after the Amendment No. 89 Funding Date, any Borrower # prepays, refinances, substitutes or replaces any Tranche B-23 Term Loans in connection with a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to [Section 2.05(b)(iii)] that constitutes a Repricing Transaction), or # effects any amendment of this Agreement resulting in a Repricing Transaction with respect to the Tranche B-23 Term Loans, as applicable, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan [[Lenders:Organization]], # in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Tranche B-23 Term Loans so prepaid, refinanced, substituted or replaced and # in the case of [clause (y)], a fee equal to 1.00% of the aggregate principal amount of the applicable Tranche B-23 Term Loans outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. As a condition to effectiveness of any assignment pursuant to the parenthetical set forth in the first sentence of [Section 11.15] in respect of any amendment of this Agreement effective on or prior to the date that is six months after the Amendment No. 89 Funding Date, the Borrowers shall pay to the applicable non-consenting Term Loan [[Lenders:Organization]] a premium equal to the premium that would apply if such Term Loan [[Lenders:Organization]]’s Tranche B-223 Term Loans being assigned were being prepaid and subject to the premium set forth in this [Section 2.05(a)] for such Tranche B-23 Term Loans.