Common use of (a) Clause in Contracts

(a). The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice of any prepayment hereunder (i) (x) in the case of prepayment of a Term Benchmark Borrowing, not later than 12:00 p.m., New York City time, three (3) Business Days before the date of prepayment, and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment, (iii) in the case of an RFR Borrowing, not later than 10:00 a.m., New York City time, five (5) Business Days before the date of prepayment or (iv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, 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, 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. 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 in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing; each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower, and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.

(a). The Lead Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice telephone (confirmed in writing) of any prepayment hereunder (i) (x) in the case of prepayment of a Term Benchmark Eurocurrency Borrowing, not later than 12:00 p.m.p.m. (noon), New York City timeLocal Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, and (ii) in the case of prepayment of an ABR Borrowing or a Canadian Prime Borrowing, not later than 11:00 a.m.12:00 p.m. (noon), New York City time, one (1) Business Day before the date of prepayment, (iii) in the case of an RFR Borrowing, not later than 10:00 a.m., New York City time, five (5) Business Days before the date of prepayment or (iviii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, 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, 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. 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 in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing; Borrowing and each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Lead Borrower, and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.

(a). The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice telephone (confirmed by telecopy) of any prepayment hereunder (i) (x) in the case of prepayment of a Term Benchmark Eurocurrency Revolving Borrowing, not later than 12:00 p.m.11:00 a.m., New York City timeLocal Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, and (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment, (iii) in the case of an RFR Borrowing, not later than 10:00 a.m., New York City time, five (5) Business Days before on the date of prepayment or (iviii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, 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, if a notice of prepayment is given in connection with a conditional notice of reduction or termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of reduction or termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing; each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower, and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.

(a). The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice telephone (confirmed by telecopy) of any prepayment hereunder (i) (x) in the case of prepayment of a Term Benchmark Borrowing, not later than 12:00 p.m.11:00 a.m., New York City timeLocal Time, three (3) Business Days before the date of prepayment, and (ii) in the case of prepayment of an ABR Borrowing or Canadian Prime Rate Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment, (iii) in the case of an RFR Borrowing, not later than 10:00 a.m., New York City time, five (5) Business Days before the date of prepayment or (iviii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the applicable Tranche prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities or one or more events specified therein, in which case such notice may be revoked by each applicable Borrower by notice to the Administrative Agent on or prior to the specified effective date if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. 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 in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing; , each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower, Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with as directed by the Borrower (subject to Section 2.11(c2.11(d)). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.

(a). The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice telephone (confirmed by telecopy) of any prepayment hereunder (i) (x) in the case of prepayment of a Term Benchmark Eurodollar Revolving Borrowing, not later than 12:00 p.m., New York City time, 11:00 a.m. three (3) Business Days before the date of prepayment, and (ii) in the case of prepayment of an ABR a Base Rate Borrowing, not later than 11:00 a.m., New York City time, a.m. one (1) Business Day before the date of prepayment, (iii) in the case of an RFR Borrowing, not later than 10:00 a.m., New York City time, five (5) Business Days before the date of prepayment or (iviii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, 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, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.08. 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 in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing; each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower, and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 2.12 and (ii) break funding payments pursuant to Section 2.16.

(a). The Borrower shall notify At any time prior to the Administrative Agent (and25th Scheduled Trading Day prior to the Maturity Date, in if the case of prepayment of a Swingline LoanCompany has not made the Net Share Settlement Election, the Swingline Lender) by written notice of any prepayment hereunder Company may deliver a one-time Consideration Notice to the Holders designating the settlement method (clause (i), (ii) or (xiii) of Section 12.02(a) or, if the Company has made the Net Share Settlement Election, clause (iii) of Section 12.02(a)) for all conversions that occur on or after the 25th Scheduled Trading Day prior to such Maturity Date. If the Consideration Notice designates settlement pursuant to clause (iii) of Section 12.02(a), it will state the Specified Dollar Amount. For conversions that occur on or after the 25th Scheduled Trading Day prior to the Maturity Date, if the Company has not delivered the one-time Consideration Notice referred to in this Section 12.02(b) and has not made the case Net Share Settlement Election, conversion of prepayment the Securities will be settled as though the Company had made the Net Share Settlement Election with a Specified Dollar Amount equal to the Accreted Principal Amount of such Securities as of the Maturity Date of the Securities. At any time prior to the 25th Scheduled Trading Day prior to the Maturity Date, the Company may deliver a Term Benchmark Borrowing, not later than 12:00 p.m., New York City time, three (3) Business Days before one-time irrevocable notice to the Holders electing to settle all conversions of the Securities from the date of prepayment, and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment, such notice pursuant to clause (iii) of Section 12.02(a) (the “Net Share Settlement Election”). If the Company has made the Net Share Settlement Election, the notice of such Net Share Settlement Election shall state the Specified Dollar Amount applicable to all conversions of such Securities, which shall be equal to the Accreted Principal Amount of such Securities as of the Conversion Date; provided, however that the Specified Dollar Amount applicable to all conversions of such Securities converted on or after the 25th Scheduled Trading Day prior to the Maturity Date shall be the Accreted Principal Amount of such Securities as of the Maturity Date. The Net Share Settlement Election is in the case sole discretion of an RFR Borrowingthe Company and does not require the consent of any Holder. Upon making the Net Share Settlement Election, not later than 10:00 a.m.the Company promptly will issue a press release and post such information on its website, New York City timeor otherwise publicly disclose such information, five (5) Business Days before and will provide written notice to the date of prepayment or (iv) Holders in the case manner contemplated by this Indenture, including through the facilities of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, the Depository. The Company will settle all conversions by Holders converting on the date of prepaymentsame Trading Day in the same manner. Each such notice shall be irrevocable and shall specify Except for all conversions that occur on or after the prepayment date and 25th Scheduled Trading Day prior to the principal amount of each Borrowing or portion thereof to be prepaid; provided thatMaturity Date or, if a notice of prepayment is given in connection with a conditional notice of termination of earlier, after 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. Promptly following receipt of any such notice relating to a BorrowingCompany makes the Net Share Settlement Election, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of Company will have no obligation to repay any Borrowing shall be in an amount that would be permitted Securities tendered for conversion on different Trading Days in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing; each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower, and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16manner.

(a). The Borrower shall notify If the Administrative Agent and the Lenders agree that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates (andto the extent such concept exists under Applicable Law), in the case opinions of prepayment of a Swingline Loancounsel and other documents or information, the Swingline LenderAdministrative Agent shall send a notice in substantially the form of Exhibit H (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof (the “Designated Borrower Effective Date”), whereupon each of the Lenders agrees to permit such Designated Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice or Letter of Credit Application may be submitted by written notice or on behalf of any prepayment hereunder such Designated Borrower until the date five Business Days after such effective date. Notwithstanding the foregoing, (i) (x) in no such approval of an additional Designated Borrower shall be effective if any Lender cannot legally lend to, establish credit for the case account of, do any business whatsoever with such Designated Borrower and/or if doing so would conflict with or violates the internal policies of prepayment of a Term Benchmark Borrowing, not later than 12:00 p.m., New York City time, three (3) Business Days before the date of prepaymentsuch Lender, and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepaymentas a condition precedent to such Material Subsidiary becoming a Designated Borrower hereunder, (iiix) in upon the case reasonable request of an RFR Borrowing, not later than 10:00 a.m., New York City time, any Lender made at least five (5) Business Days before prior to the date of prepayment Designated Borrower Effective Date, the Company or (iv) in the case of prepayment of a Swingline Loansuch Material Subsidiary shall have provided to such Lender, not later than 12:00 noon, New York City time, on the date of prepayment. Each and such notice Lender shall be irrevocable reasonably satisfied with, the documentation and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given other information so requested in connection with a conditional notice of termination of applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Commitments as contemplated by Section 2.09Act, then such notice of prepayment may be revoked in each case at least two Business Days prior to the Designated Borrower Effective Date and (y) at least two Business Days prior to the Designated Borrower Effective Date, if such notice of termination is revoked Material Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in accordance with Section 2.09. Promptly following receipt of any relation to 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 in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing; each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower, and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16Material Subsidiary.

(a). The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice of any prepayment hereunder (i) (x) in the case of prepayment of a Term Benchmark Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three (3) Business Days before the date of prepayment, and (ii) in the case of prepayment of an RFR Borrowing, not later than 11:00 a.m., New York City time, five (5) Business Days before the date of prepayment or (iii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one two (1) Business Day before the date of prepayment, (iii) in the case of an RFR Borrowing, not later than 10:00 a.m., New York City time, five (52) Business Days before the date of prepayment or (iv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, 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, if a that any notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then Loans may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture) or the consummation of any other transaction, 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 notice of termination condition is revoked in accordance with Section 2.09not satisfied. 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 in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing; each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower, and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(c2.11(f). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) any break funding payments pursuant to required by Section 2.16.

(a). The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice (promptly followed by telephonic confirmation of such request) of any prepayment hereunder (i) (x) in the case of prepayment of a Term Benchmark Eurocurrency Revolving Borrowing, not later than 12:00 p.m.noon, New York City timeLocal Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, and (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one (1) Business Day before the date of prepayment, (iii) in the case of an RFR Borrowing, not later than 10:00 a.m., New York City time, five (5) Business Days before the date of prepayment or (iviii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon1:00 p.m., New York City time, 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, 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. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing; each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower, and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.

(a). The Borrower In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall notify make the amount of its Loan available to the Administrative Agent (and, in immediately available funds at the Administrative Agent’s Office not later than 2:00 p.m. on the Business Day specified in the case applicable Borrowing Notice. Upon satisfaction of prepayment of a Swingline Loanthe applicable conditions set forth in Section 4.03 (or, the Swingline Lender) by written notice of any prepayment hereunder if such Borrowing is to be made (i) (x) in on the case of prepayment of a Term Benchmark BorrowingInitial Closing Date, not later than 12:00 p.m., New York City time, three (3) Business Days before the date of prepayment, and Section 4.01 or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment, (iii) in the case of an RFR Borrowing, not later than 10:00 a.m., New York City time, five (5) Business Days before the date of prepayment or (iv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, 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 thatDelayed Draw Closing Date, 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. Promptly following receipt of any such notice relating to a Borrowing4.02), the Administrative Agent shall advise make all funds so received available to the Borrowers in like funds as received by the Administrative Agent by wire transfer of such funds to an account designated by the Borrowers in writing, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrowers; provided, however, that if, on the date the Borrowing Notice with respect to any Revolving Credit Borrowing is given by the Borrowers, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings and, second, shall be made available to the Borrowers as provided above. Except as otherwise provided herein, a Eurodollar Rate Loan may be continued upon the expiration of any applicable Interest Period or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders. During the existence of a Default that is not an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, unless converted to or continued as Eurodollar Rate Loans with Interest Periods of one month. The Administrative Agent shall promptly notify the Borrowers and the Lenders (in writing or by facsimile, email or other electronic communication) of the contents thereofinterest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. Each partial prepayment After giving effect to the Term Borrowing, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in effect. The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. Anything in an amount this Section 2.02 to the contrary notwithstanding, the Borrowers may not select Eurodollar Rate for the initial Credit Extension hereunder (unless the Borrowers have executed and delivered to the Administrative Agent a Eurodollar Rate indemnity letter in form and substance reasonably satisfactory to the Administrative Agent) or for any Borrowing if the obligation of the Appropriate Lenders to make Eurodollar Rate Loans shall then be suspended pursuant to Section 3.02 or 3.03. Notwithstanding anything to the contrary herein, on the Delayed Draw Closing Date and immediately after giving effect to the Delayed Draw Term Borrowing, all Delayed Draw Term Loans advanced on such date shall be automatically (and without further action) proportionately added to (and thereafter be deemed to constitute a part of) each then existing Borrowing of the Term Loans (it being understood that would be permitted in the case of an advance of each Delayed Draw Term Loan so added to a Borrowing of Initial Term Loans shall for all purposes bear interest at the same Type as rate otherwise applicable to the Borrowing of Term Loans to which such amounts were added but only from and after such date, and provided in Section 2.02. Each prepayment that the Interest Period applicable to the portion of a Revolving Borrowing such Delayed Draw Term Loan so added shall be applied ratably deemed to commence on the date of the Borrowing of such Delayed Draw Term Loan and shall end upon the expiration of the Interest Period then applicable to the Revolving Borrowing of Term Loans included in to which such portion of the prepaid Revolving Borrowing; each voluntary prepayment of a Delayed Draw Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower, and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16was added.

(a). The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice of any prepayment hereunder (i) (x) in the case of prepayment of (x) a Term Benchmark Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three (3) Business Days before the date of prepayment or (y) an RFR Borrowing, not later than 11:00 a.m., New York City time, five (5) Business Days before the date of prepayment, and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment, (iii) in the case of an RFR Borrowing, not later than 10:00 a.m., New York City time, five (5) Business Days before the date of prepayment or (iviii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, 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, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.08. 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 in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing; each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower, and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 2.12 and (ii) any break funding payments pursuant to required by Section 2.162.15.

(a). The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice of any prepayment hereunder (i) (x) in the case of prepayment of a Term Benchmark Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an RFR Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment, and prepayment or (iiiii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment, (iii) in the case of an RFR Borrowing, not later than 10:00 a.m., New York City time, five (5) Business Days before the date of prepayment or (iv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, 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, if a that any notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then Loans may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities, 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 notice of termination condition is revoked in accordance with Section 2.09not satisfied. 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 in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing; each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower, and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(c2.11(f). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) any break funding payments pursuant to required by Section 2.16.

(a). The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice telephone (confirmed by telecopy) of any prepayment hereunder (i) (x) in the case of prepayment of a Term Benchmark Eurodollar Revolving Borrowing, not later than 12:00 p.m., New York City time, p.m. three (3) Business Days before the date of prepayment, and (ii) in the case of prepayment of an ABR a Base Rate Borrowing, not later than 11:00 a.m., New York City time, 12:00 p.m. one (1) Business Day before the date of prepayment, (iii) in the case of an RFR Borrowing, not later than 10:00 a.m., New York City time, five (5) Business Days before the date of prepayment or (iviii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, 2:00 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, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.08. 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 in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing; , each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the BorrowerBorrower or, absent such direction, ratably in accordance with the then outstanding amounts thereof and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(c2.10(d). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 2.12 and (ii) break funding payments pursuant to Section 2.16.

(a). The Each mandatory prepayment made by an Applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice of any prepayment hereunder (i) (x) in the case of prepayment of a Term Benchmark Borrowing, not later than 12:00 p.m., New York City time, three (3) Business Days before the date of prepayment, and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment, (iii) in the case of an RFR Borrowing, not later than 10:00 a.m., New York City time, five (5) Business Days before the date of prepayment or (iv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, 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, 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. 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 in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving its Loans included in the prepaid Revolving Borrowing; each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower, and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(c2.6(b). Prepayments ; provided, that prepayments made pursuant to Section 2.14 shall be accompanied applied in accordance with such Section. All payments (including prepayments) to be made by the Borrowers on account of principal, interest and fees shall be made without defense, set-off or counterclaim and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s office specified in Section 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. (New York City time) on the date when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. Notwithstanding anything to the contrary contained herein, the provisions of this Section 2.10(a) shall be subject to the express provisions of this Agreement which (i) accrued interest require, or permit, differing payments to the extent required by Section 2.13 and be made to Lenders which are not Defaulting Lenders as opposed to Defaulting Lenders, (ii) break funding permit different payments to be made to Removed Lenders pursuant to Section 2.162.22(b)(B), (iii) require commitment reductions to be made with respect to Non-Extended Revolving Commitments of Non-Extended Revolving Lenders pursuant to 2.5(d) and (iv) require differing payments to be made to Lenders which are Non-Extended Revolving Lenders as opposed to Extended Revolving Lenders (and vice versa).

(a). The Borrower shall notify the Administrative Agent by telephone (and, in the case of prepayment of a Swingline Loan, the Swingline Lenderconfirmed by telecopy) by written notice of any prepayment hereunder (i) (x) in the case of prepayment of a Term Benchmark Eurodollar Borrowing, not later than 12:00 p.m.noon, New York City time, three (3) Business Days before the date of prepayment, and prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment, (iii) in the case of an RFR Borrowing, not later than 10:00 a.m., New York City time, five (5) Business Days before the date of prepayment or (iv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date date, the Class 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 2.092.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.08. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of (i) a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing; each voluntary prepayment of , and (ii) a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing Borrowing, in the case of this clause (ii), in such order of application as directed by the Borrower, and each mandatory prepayment of a Term Loan Borrowing . Prepayments shall be applied in accordance with Section 2.11(c). Prepayments made without premium or penalty but shall be accompanied by (i) accrued interest to the extent required by Section 2.13 2.12 and (ii) break funding payments pursuant to Section 2.162.15, if any.

(a). The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice telephone (confirmed by telecopy or electronic communication, including an Approved Borrower Portal, if arrangements for doing so have been approved by the Administrative Agent and, if relevant, the Swingline Lender) of any prepayment hereunder (i) (x) in the case of prepayment of a Term Benchmark Borrowing, not later than 12:00 p.m.11:00 a.m., New York City timeTime, three (3) Business Days (in the case of a Term Benchmark Borrowing denominated in Dollars) or four (4) Business Days (in the case of Term Benchmark Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, and (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment, (iii) in the case of prepayment of an RFR Revolving Borrowing, not later than 10:00 11:00 a.m., New York City time, five three (53) RFR Business Days before the date of prepayment, (iv) in the case of prepayment of a Canadian Prime Borrowing, not later than 12:00 noon, Toronto, Ontario time, on the date of prepayment or (ivv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, 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, 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. 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 in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing; each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower, and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.

(a). The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice of any prepayment hereunder (i) (x) in the case of prepayment of a Term Benchmark Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three (3) Business Days before the date of prepayment, and (ii) in the case of prepayment of an RFR Borrowing, not later than 11:00 a.m., New York City time, five (5) Business Days before the date of prepayment or (iii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepaymentprepayment (in each case, (iii) in or such later time as approved by the case of an RFR Borrowing, not later than 10:00 a.m., New York City time, five (5) Business Days before the date of prepayment or (iv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepaymentAdministrative Agent). 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, if a that any notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then Loans may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture) or the consummation of any other transaction or event, in which case such notice may be revoked or extended by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. 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 in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing; Loans, and each voluntary mandatory prepayment of a Term Loan Revolving Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower, and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(c)Revolving Loans. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) any break funding payments pursuant to required by Section 2.16.

(a). The Borrower If, notwithstanding the use by the Credit Parties of commercially reasonable efforts to comply with clause (d)(iii) of this Section as it relates to creation or perfection of any security interest granted pursuant to any Credit Document (other than security interests that may be perfected by (x) the filing of a financing statement under the Uniform Commercial Code or the PPSA and (y) the delivery of certificates evidencing the equity securities required to be pledged pursuant to the Credit Documents, other than equity securities of any entities acquired in the Specified Acquisition which shall notify be delivered within forty-five (45) days following the delayedDelayed Draw Funding Date or such later date as the Administrative Agent may agree in writing in its sole discretion) on the Delayed Draw Funding Date, such requirements are not satisfied as of the Delayed Draw Funding Date, then the satisfaction of such requirements shall not be a condition to the availability of the Delayed Draw Term Loan and the Limited Condition Revolving Loans on the Delayed Draw Funding Date (andbut shall be required to be satisfied as promptly as practicable after the Delayed Draw Funding Date and in any event, with respect to the execution and delivery of joinder and security documents with respect to the Target, within forty-five (45) days following the Delayed Draw Funding Date, and with respect to all other filings and deliveries, within ninety (90) days following the Delayed Draw Funding Date or, in each case, such later date as the case of prepayment of a Swingline LoanAdministrative Agent may agree in writing in its sole discretion). Notwithstanding anything herein to the contrary, the Swingline LenderLenders’ obligation to make the Delayed Draw Term Loan and any Limited Condition Revolving Loans on the Delayed Draw Funding Date shall be subject only to the conditions in this Section 6.02 having been satisfied (or waived in accordance with Section 12.12). For clarification purposes and notwithstanding anything to the contrary contained in this Agreement, during the period from the Effective Date to and including the Delayed Draw Funding Deadline, neither the Administrative Agent nor any Lender shall be entitled to (a) by written notice terminate any of any prepayment hereunder (i) (x) in its Commitments under this Agreement to provide the case of prepayment of a Delayed Draw Term Benchmark Borrowing, not later than 12:00 p.m., New York City time, three (3) Business Days before the date of prepayment, and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepaymentLoan or Limited Condition Revolving Loans, (iiib) rescind, terminate or cancel any Credit Document or exercise any right or remedy or make or enforce any claim under the Credit Documents or otherwise it may have, in each case to the case extent to do so would prevent, limit or delay the making of an RFR Borrowingthe Delayed Draw Term Loan or Limited Condition Revolving Loans on the Delayed Draw Funding Date, not later than 10:00 a.m.(c) refuse to participate in making the Delayed Draw Term Loan or Limited Condition Revolving Loans when required to do so under any Credit Document, New York City time, five (5) Business Days before the date of prepayment or (ivd) exercise any right of set-off or counterclaim in respect of its portion of the case Delayed Draw Term Loan or Limited Condition Revolving Loans thereunder to the extent to do so would prevent, limit or delay the making of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing Delayed Draw Term Loan or portion thereof to be prepaidLimited Condition Revolving Loans; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of each case, the Commitments as contemplated by conditions in this Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked 6.02 have been satisfied (or waived in accordance with Section 2.09. 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 in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing; each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower, and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(c12.12). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.

(a). The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice telephone (confirmed by electronic communication) of any prepayment hereunder (i) (x) in the case of prepayment of a Term Benchmark Eurocurrency Borrowing, not later than 12:00 2:00 p.m., New York City time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or not later than 11:00 a.m. Local Time, four Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, and (ii) in the case of prepayment of an ABR Borrowing or a Swingline Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment, (iii) in the case of an RFR Borrowing, not later than 10:00 a.m., New York City time, five (5) Business Days before the date of prepayment or (iv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon2:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving 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. Promptly following receipt of any such notice (other than a notice relating solely to a BorrowingSwingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except: (i) as necessary to apply fully the required amount of a mandatory prepayment; (ii) ABR Loans may be prepaid in minimum amounts equal to $50,000 or the outstanding principal amount of such Loans; and (iii) Swingline Loans may be prepaid in any amount. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing; each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower, and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.

(a). The Lead Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice (promptly followed by telephonic confirmation of such request) of any prepayment hereunder (i) (x) in the case of prepayment of a Term Benchmark BorrowingBorrowing (other than an ABR Borrowing or a Daily SOFR Loan), not later than 12:00 p.m.11:00 a.m., New York City timeLocal Time, three (3) Business Days (or such shorter period of time as the Administrative Agent may agree) before the date of prepayment, and (ii) in the case of prepayment of an ABR BorrowingBorrowing or a Daily SOFR Loan, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment, (iii) in the case of an RFR Borrowing, not later than 10:00 a.m., New York City time, five (5) Business Days before on the date of prepayment or (iviii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon1:00 pm, New York City time, 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, 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 2.092.09 not later than 1:00 pm, New York City time, at least one Business Day prior to such date of prepayment. 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 in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing; , each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Lead Borrower, and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) any break funding payments pursuant to required by Section 2.16.

(a). If a Transferring Stockholder wishes to Transfer Stock, the Transferring Stockholder shall deliver a written notice (an "OFFER NOTICE") to the other Stockholders. The Borrower Offer Notice shall notify disclose in reasonable detail the Administrative Agent (andidentity of the prospective transferee(s), the proposed number of shares of Stock to be transferred and the proposed terms and conditions of such Transfer. The Investor may elect to purchase some or all of the shares of Stock specified in the case Offer Notice at a price and on the terms specified therein by delivering written notice of prepayment such election (the "INVESTOR NOTICE") to the Transferring Stockholder and the other Stockholders as soon as practicable but in any event within 60 days after delivery of the Offer Notice. If the Investor elects not to purchase all such shares, then each other Stockholder (each, a Swingline Loan, "PARTICIPATING STOCKHOLDER") may elect to purchase up to its Pro Rata Share (as defined below) of the Swingline Lender) shares of Stock specified in the Offer Notice at a price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder and the other Stockholders as soon as practicable but in any event within 20 days after receipt of an Investor Notice stating that the Investor has elected not to purchase all such shares. Any shares not elected to be purchased by the end of such 20-day period shall be reoffered to the Participating Stockholders on a pro rata basis based upon the number of shares held by the Participating Stockholders for a ten-day period by written notice from the Transferring Stockholder to the Participating Stockholders who have elected to purchase their Pro Rata Shares. If the Investor or any Stockholders have elected to purchase shares from the Transferring Stockholder, the transfer of such shares shall be consummated as soon as practicable after the delivery of the election notices, but in any prepayment hereunder (i) (x) event within 30 days after the expiration of the last applicable election period. To the extent that the Investor and the other Stockholders have not elected to purchase all of the shares specified in the case Offer Notice, the Transferring Stockholder may, within 90 days after the expiration of prepayment of a Term Benchmark Borrowingthe last applicable election period, not later than 12:00 p.m., New York City time, three (3) Business Days before transfer such shares to the date of prepayment, and (ii) transferees identified in the case of prepayment of an ABR Borrowing, not later Offer Notice at a price no less than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment, (iii) price per share specified in the case of an RFR Borrowing, not later Offer Notice and on other terms no more favorable to the transferee(s) than 10:00 a.m., New York City time, five (5) Business Days before offered to the date of prepayment or (iv) other Stockholders in the case Offer Notice. The purchase price specified in any Offer Notice shall be payable solely in cash or marketable securities at the closing of prepayment the transaction or in installments over time. (b) The Investor shall only Transfer Stock prior to the Initial Public Offering, in compliance with the provisions of this Section 3.02(b). If the Investor wishes to Transfer Stock, the Investor shall deliver a Swingline Loanwritten notice (an "INVESTOR OFFER NOTICE") to the other Stockholders (the "OTHER STOCKHOLDERS"). The Investor Offer Notice shall disclose in reasonable detail the identity of the prospective transferee(s), not later than 12:00 noon, New York City time, the proposed number of shares of the Stock to be transferred and the proposed terms and conditions of such Transfer. Each of the Other Stockholders may elect to purchase up to its Pro Rata Share of the Stock specified in the Investor Offer Notice at a price and 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, if a terms specified therein by delivering written notice of prepayment is given such election to the Investor as soon as practicable but in connection with a conditional notice of termination any event within 20 days after delivery of the Commitments as contemplated by Section 2.09Investor Offer Notice. If any Other Stockholder elects not to purchase its Pro Rata Share of the Stock (a "DECLINING Stockholder"), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent Investor shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably deliver to the Revolving Loans included in the prepaid Revolving Borrowing; each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower, and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(c). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.Other Stockholders who

(a). The Each mandatory prepayment made by an Applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice of any prepayment hereunder (i) (x) in the case of prepayment of a Term Benchmark Borrowing, not later than 12:00 p.m., New York City time, three (3) Business Days before the date of prepayment, and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment, (iii) in the case of an RFR Borrowing, not later than 10:00 a.m., New York City time, five (5) Business Days before the date of prepayment or (iv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, 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, 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. 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 in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving its Loans included in the prepaid Revolving Borrowing; each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower, and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(c2.6(b). Prepayments ; provided, that prepayments made pursuant to Section 2.14 shall be accompanied applied in accordance with such Section. All payments (including prepayments) to be made by the Borrowers on account of principal, interest and fees shall be made without defense, set-off or counterclaim and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s office specified in Section 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. (New York City time) on the date when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. Notwithstanding anything to the contrary contained herein, the provisions of this Section 2.10(a) shall be subject to the express provisions of this Agreement which (i) accrued interest require, or permit, differing payments to the extent required by Section 2.13 be made to Lenders which are not Defaulting Lenders as opposed to Defaulting Lenders and (ii) break funding permit different payments to be made to Removed Lenders pursuant to Section 2.162.22(b)(B).