Common use of Optional Loan Prepayments Clause in Contracts

Optional Loan Prepayments. The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M. three (3) Business Days prior thereto, in the case of EurodollarSOFR Loans, and no later than 11:00 A.M. one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a EurodollarSOFR 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 2.21; provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing, such notice of prepayment may be revoked if the financing is not consummated. Prepayments made pursuant to this Section 2.11 on or prior to the 2022 Audited Financial Statement Delivery Date shall be applied to the prepayment of installments due in respect of the Term Loans in inverse order of maturity (including to the bullet payment on the Term Loan Maturity Date), and prepayments made pursuant to this Section 2.11 thereafter shall be applied to the prepayment of installments due in respect of the Term Loans in direct order of maturity (unless otherwise directed by the Borrower), in accordance with Sections 2.3 and 2.18(b) Upon receipt of any such notice the 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, together with (except in the case of Revolving Loans that are ABR Loans and Swingline 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 a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. The foregoing provisions set forth in this Section 2.11 will not apply with respect to any Discounted Prepayment governed by Section 2.29 or to any assignments to Holdings, the Borrower or any Subsidiary made pursuant to 10.6(h).

Optional Loan Prepayments. The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon delivery of an irrevocable notice Prepayment Notice delivered to the Administrative Agent no later than 11:00 A.M. 1:00 P.M., New York City time, three (3) Business Days prior theretothereto (or such later date or time as may be agreed by the Administrative Agent in its reasonable discretion), in the case of EurodollarSOFR Eurodollar Loans, and no later than 11:00 A.M. one A.M., New York City time, on the date of such prepayment (1) Business Day prior theretoor such later date or time as may be agreed by the Administrative Agent in its reasonable discretion), in the case of ABR Loans, which notice Prepayment Notice shall specify the date and amount of the proposed prepayment; provided that if a EurodollarSOFR 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 2.21; and provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing, such notice of prepayment may be revoked or postponed if the financing is not consummatedconsummated or is delayed. Prepayments made pursuant to this Section 2.11 on or prior to the 2022 Audited Financial Statement Delivery Date shall be applied to the prepayment of installments due in respect of the Term Loans in inverse order of maturity (including to the bullet payment on the Term Loan Maturity Date), and prepayments made pursuant to this Section 2.11 thereafter shall be applied to the prepayment of installments due in respect of the Term Loans in direct order of maturity (unless otherwise directed by the Borrower), in accordance with Sections 2.3 and 2.18(b) Upon receipt of any such notice Prepayment Notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice Prepayment Notice is given, subject to any permitted revocation of such Prepayment Notice, the amount specified in such notice Prepayment Notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline 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 $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple of $50,000 in excess thereof. The foregoing provisions set forth in this Section 2.11 will not apply with respect Any prepayment of Revolving Loans shall be applied ratably to any Discounted Prepayment governed by Section 2.29 or to any assignments to Holdings, the Borrower or any Subsidiary made pursuant to 10.6(h)each existing Tranche of Revolving Loans.

Optional Loan Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, part upon irrevocable notice delivered to the Administrative Agent no later than 11:00 10:00 A.M. three (3) Business Days prior thereto, in the case of EurodollarSOFR Loans, and no later than 11:00 10:00 A.M. one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a EurodollarSOFR Loan is prepaid prepaid, in whole or in part, 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 2.21; provided further that if such notice of prepayment indicates that such prepayment is to be funded with conditioned on the proceeds occurrence of a refinancingtransaction, such notice of prepayment may be revoked if the financing such transaction is not consummated. Prepayments made pursuant to this Section 2.11 on or prior to the 2022 Audited Financial Statement Delivery Date shall be applied to the prepayment of installments due in respect of the Term Loans in inverse order of maturity (including to the bullet payment on the Term Loan Maturity Date), and prepayments made pursuant to this Section 2.11 thereafter shall be applied to the prepayment of installments due in respect of the Term Loans in direct order of maturity (unless otherwise directed by the Borrower), in accordance with Sections 2.3 and 2.18(b) Upon receipt of any such notice the 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, together with (except in the case of Revolving Loans that are ABR Loans and Swingline 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 a whole multiple thereof. Partial prepayments of Swingline Loans and Revolving Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. The foregoing provisions set forth Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 will shall be applied to Term Loans in accordance with Section 2.18(b). 51 ny-2096649 v7 (b) No amount of outstanding Loans shall be prepaid by the Borrower pursuant to Section 2.11(a) prior to the first anniversary of the Closing Date unless the Borrower pays to the Administrative Agent (for the ratable benefit of the Term Lenders), contemporaneously with the prepayment of such Loans, a prepayment fee equal to 1.00% of the aggregate amount of the Loans so prepaid. Any such Loan prepayment fee shall be fully earned on the date paid and shall not apply with respect be refundable for any reason; provided that in the event that (1) such prepayment pursuant to Section 2.11(a) occurs as a result of a refinancing of all of the outstanding Obligations (a “Refinancing”) and (2) SVB acts as the sole and exclusive administrative agent and collateral agent for such Refinancing, then any Lender participating in such Refinancing shall not be entitled to any Discounted Prepayment governed by Section 2.29 or to any assignments to Holdingsportion of the prepayment premium, and the Borrower or any Subsidiary made pursuant to 10.6(h)amount of the total prepayment premium shall be reduced accordingly.

Optional Loan Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, part upon irrevocable notice delivered to the Administrative Agent no later than 11:00 10:00 A.M. three (3) Business Days prior thereto, in the case of EurodollarSOFR Eurodollar Loans, and no later than 11:00 10:00 A.M. one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a EurodollarSOFR 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 2.21; provided further that if such notice of prepayment indicates that such prepayment is to be funded with conditioned on the proceeds occurrence of a refinancingtransaction, such notice of prepayment may be revoked if the financing such transaction is not consummated. Prepayments made pursuant to this Section 2.11 on or prior to the 2022 Audited Financial Statement Delivery Date shall be applied to the prepayment of installments due in respect of the Term Loans in inverse order of maturity (including to the bullet payment on the Term Loan Maturity Date), and prepayments made pursuant to this Section 2.11 thereafter shall be applied to the prepayment of installments due in respect of the Term Loans in direct order of maturity (unless otherwise directed by the Borrower), in accordance with Sections 2.3 and 2.18(b) Upon receipt of any such notice the 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, together with (except in the case of Revolving Loans that are ABR Loans and Swingline 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 a whole multiple thereof. Partial prepayments of Swingline Loans and Revolving Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. The foregoing provisions set forth Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 will not apply shall be applied to Term Loans in accordance with respect to any Discounted Prepayment governed Section 2.18(b). (b) No amount of outstanding Term Loans shall be prepaid by Section 2.29 or to any assignments to Holdings, the Borrower or any Subsidiary made pursuant to 10.6(hSection 2.11(a) prior to the first anniversary of the Closing Date unless the Borrower pays to the Administrative Agent (for the benefit of the Term Lenders), contemporaneously with the prepayment of such Loans, a prepayment fee equal to 1.00% of the aggregate amount of the Term Loans so prepaid. Any such Term Loan prepayment fee shall be fully earned on the date paid and shall not be refundable for any reason.

Optional Loan Prepayments. The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M. three (3) Business Days prior thereto, in the case of EurodollarSOFR Eurodollar Loans, and no later than 11:00 A.M. one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a EurodollarSOFR 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 2.21; provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing, such notice of prepayment may be revoked if the financing is not consummated. Prepayments made pursuant to this Section 2.11 on or prior to the 2022 Audited Financial Statement Delivery Date shall be applied to the prepayment of installments due in respect of the Term Loans in inverse order of maturity (including to the bullet payment on the Term Loan Maturity Date), and prepayments made pursuant to this Section 2.11 thereafter shall be applied to the prepayment of installments due in respect of the Term Loans in direct order of maturity (unless otherwise directed by the Borrower), in accordance with Sections 2.3 and 2.18(b) Upon receipt of any such notice the 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, together with (except in the case of Revolving Loans that are ABR Loans and Swingline 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 a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. The foregoing provisions set forth in this Section 2.11 will not apply with respect to any Discounted Prepayment governed by Section 2.29 or to any assignments to Holdings, the Borrower or any Subsidiary made pursuant to 10.6(h).

Optional Loan Prepayments. The Each Borrower may at any time and from time to time prepay the LoansLoans having been made to such Borrower, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M. 10:00 A.M., Pacific time, three (3) Business Days prior thereto, in the case of EurodollarSOFR Eurodollar Loans, and no later than 11:00 A.M. 10:00 A.M., Pacific time, one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a EurodollarSOFR Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the applicable Borrower to whom such Eurodollar Loan has been made shall also pay any amounts owing pursuant to Section 2.21; provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing, such notice of prepayment may be revoked if the financing is not consummated. Prepayments made pursuant to this Section 2.11 on or prior to the 2022 Audited Financial Statement Delivery Date shall be applied to the prepayment of installments due in respect of the Term Loans in inverse order of maturity (including to the bullet payment on the Term Loan Maturity Date), and prepayments made pursuant to this Section 2.11 thereafter shall be applied to the prepayment of installments due in respect of the Term Loans in direct order of maturity (unless otherwise directed by the Borrower), in accordance with Sections 2.3 and 2.18(b) Upon receipt of any such notice the 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, together with (except in the case of Revolving Loans that are ABR Loans and Swingline 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 a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. The foregoing provisions set forth in Prepayments of the Term Loans made pursuant to this Section 2.11 will not apply shall be applied to the prepayment of installments due in respect of the Term Loans in reverse order of maturity and in accordance with respect to any Discounted Prepayment governed by Section 2.29 or to any assignments to Holdings, the Borrower or any Subsidiary made pursuant to 10.6(h2.3 and 2.18(b).

Optional Loan Prepayments. The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M. three (3) Business Days prior thereto, in the case of EurodollarSOFR Eurodollar Loans, and no later than 11:00 A.M. one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a EurodollarSOFR 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 2.21; provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing, such notice of prepayment may be revoked if the financing is not consummated. Prepayments made pursuant to this Section 2.11 on or prior to the 2022 Audited Financial Statement Delivery Date shall be applied to the prepayment of installments due in respect of the Term Loans in inverse order of maturity (including to the bullet payment on the Term Loan Maturity Date), and prepayments made pursuant to this Section 2.11 thereafter shall be applied to the prepayment of installments due in respect of the Term Loans in direct order of maturity (unless otherwise directed by the Borrower), in accordance with Sections 2.3 and 2.18(b) Upon receipt of any such notice the 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, together with (except in the case of Revolving Loans that are ABR Loans and Swingline 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 a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. The foregoing provisions set forth in this Section 2.11 will not apply with respect to any Discounted Prepayment governed by Section 2.29 or to any assignments to Holdings, the Borrower or any Subsidiary made pursuant to 10.6(h).

Optional Loan Prepayments. The Borrower (or, Pagaya US with respect to the Term Loans) may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, other than as set forth in Section 2.26, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 10:00 A.M. three (3) U.S. Government Securities Business Days prior thereto, in the case of EurodollarSOFR SOFR Loans, and no later than 11:00 10:00 A.M. one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify (x) the date and amount of the proposed prepayment, (y) whether such prepayment is a prepayment of Term Loans, Revolving Loans or Swingline Loans and (z) the Type of Loans to be prepaid; provided that if a EurodollarSOFR SOFR Loan is prepaid prepaid, in whole or in part, on any day other than the last day of the Interest Period applicable thereto, the Borrower (or, Pagaya US with respect to the Term Loans) shall also pay any amounts owing pursuant to Section 2.212.18; provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing, such notice of prepayment may be revoked if the financing is not consummated. Prepayments made pursuant to this Section 2.11 on or prior to the 2022 Audited Financial Statement Delivery Date shall be applied to the prepayment of installments due in respect of the Term Loans in inverse order of maturity (including to the bullet payment on the Term Loan Maturity Date), and prepayments made pursuant to this Section 2.11 thereafter shall be applied to the prepayment of installments due in respect of the Term Loans in direct order of maturity (unless otherwise directed by the Borrower), in accordance with Sections 2.3 and 2.18(b) Upon receipt of any such notice the 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, together with (except in the case of Revolving Loans that are ABR Loans and Swingline 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 a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. The All optional prepayments shall be applied to either the Revolving Loans or the Term Loans as Borrower shall direct, and if to the Term Loans shall be applied in accordance with Section 2.15 and to scheduled principal installments of the foregoing provisions set forth in this Section 2.11 will not apply with respect to any Discounted Prepayment governed as directed by Section 2.29 or to any assignments to Holdings, the Borrower or any Subsidiary made pursuant to 10.6(h(or, in the absence of such direction, in direct order of maturity).

Optional Loan Prepayments. The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 10:00 A.M. three (3) U.S. Government Securities Business Days prior thereto, in the case of EurodollarSOFR SOFR Loans, and no later than 11:00 10:00 A.M. one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a EurodollarSOFR SOFR 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 2.21; provided further that if such notice of prepayment indicates that such prepayment is to be funded with conditioned on the proceeds occurrence of a refinancingtransaction, such notice of prepayment may be revoked if the financing such transaction is not consummated. Prepayments made pursuant to this Section 2.11 on or prior to the 2022 Audited Financial Statement Delivery Date shall be applied to the prepayment of installments due in respect of the Term Loans in inverse order of maturity (including to the bullet payment on the Term Loan Maturity Date), and prepayments made pursuant to this Section 2.11 thereafter shall be applied to the prepayment of installments due in respect of the Term Loans in direct order of maturity (unless otherwise directed by the Borrower), in accordance with Sections 2.3 and 2.18(b) Upon receipt of any such notice the 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, together with (except in the case of Revolving Loans that are ABR Loans and Swingline 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 a whole multiple thereof. Partial prepayments of Swingline Loans and Revolving Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. The foregoing provisions set forth Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 will shall be applied to the then outstanding balance of the Term Loans as directed by Borrower (provided that the prepaid amounts (i.e., all regularly scheduled amortization installments of the Term Loan) shall remain included as Consolidated Fixed Charges for purposes of calculating the Consolidated Fixed Charge Coverage Ratio, but not apply with respect to any Discounted Prepayment governed by Section 2.29 or to any assignments to Holdings, in excess of the Borrower or any Subsidiary made pursuant to 10.6(hprincipal amount of the applicable schedule amortization installment).

Optional Loan Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, part upon irrevocable notice delivered to the Administrative Agent no later than 11:00 10:00 A.M. three (3) Business Days prior thereto, in the case of EurodollarSOFR Eurodollar Loans, and no later than 11:00 10:00 A.M. one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a EurodollarSOFR 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 2.21; provided further that if such notice of prepayment indicates that such prepayment is to be funded with conditioned on the proceeds occurrence of a refinancingtransaction, such notice of prepayment may be revoked if the financing such transaction is not consummated. Prepayments made pursuant to this Section 2.11 on or prior to the 2022 Audited Financial Statement Delivery Date shall be applied to the prepayment of installments due in respect of the Term Loans in inverse order of maturity (including to the bullet payment on the Term Loan Maturity Date), and prepayments made pursuant to this Section 2.11 thereafter shall be applied to the prepayment of installments due in respect of the Term Loans in direct order of maturity (unless otherwise directed by the Borrower), in accordance with Sections 2.3 and 2.18(b) Upon receipt of any such notice the 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, together with (except in the case of Revolving Loans that are ABR Loans and Swingline 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 a whole multiple thereof. Partial prepayments of Swingline Loans and Revolving Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. The foregoing provisions set forth Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 will not apply shall be applied to Term Loans in accordance with respect to any Discounted Prepayment governed Section 2.18(b). (b) No amount of outstanding Loans shall be prepaid by Section 2.29 or to any assignments to Holdings, the Borrower or any Subsidiary made pursuant to 10.6(hSection 2.11(a) prior to the first anniversary of the Closing Date unless the Borrower pays to the Administrative Agent (for the ratable benefit of the Term Lenders)., contemporaneously with the prepayment of such Loans, a prepayment fee equal to 1.00% of the aggregate amount of the Loans so

Optional Loan Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, part upon irrevocable notice delivered to the Administrative Agent no later than 11:00 10:00 A.M. three (3) Business Days prior thereto, in the case of EurodollarSOFR SOFR Loans, and no later than 11:00 10:00 A.M. one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a EurodollarSOFR SOFR Loan is prepaid prepaid, in whole or in part, 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 2.21; provided further that if such notice of prepayment indicates that such prepayment is to be funded with conditioned on the proceeds occurrence of a refinancingtransaction, such notice of prepayment may be revoked if the financing such transaction is not consummated. Prepayments made pursuant to this Section 2.11 on or prior to the 2022 Audited Financial Statement Delivery Date shall be applied to the prepayment of installments due in respect of the Term Loans in inverse order of maturity (including to the bullet payment on the Term Loan Maturity Date), and prepayments made pursuant to this Section 2.11 thereafter shall be applied to the prepayment of installments due in respect of the Term Loans in direct order of maturity (unless otherwise directed by the Borrower), in accordance with Sections 2.3 and 2.18(b) Upon receipt of any such notice the 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, together with (except in the case of Revolving Loans that are ABR Loans and Swingline 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 a whole multiple thereof. Partial prepayments of Swingline Loans and Revolving Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. The foregoing provisions set forth Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 will shall be applied to Term Loans in accordance with Section 2.18(b). (b) No amount of outstanding Loans shall be prepaid by the Borrower pursuant to Section 2.11(a) prior to the first anniversary of the Closing Date unless the Borrower pays to the Administrative Agent (for the ratable benefit of the Term Lenders), contemporaneously with the prepayment of such Loans, a prepayment fee equal to 1.00% of the aggregate amount of the Loans so prepaid. Any such Loan prepayment fee shall be fully earned on the date paid and shall not apply with respect be refundable for any reason; provided that in the event that (1) such prepayment pursuant to Section 2.11(a) occurs as a result of a refinancing of all of the outstanding Obligations (a “Refinancing”) and (2) SVB acts as the sole and exclusive administrative agent and collateral agent for such Refinancing, then any Lender participating in such Refinancing shall not be entitled to any Discounted Prepayment governed by Section 2.29 or to any assignments to Holdingsportion of the prepayment premium, and the Borrower or any Subsidiary made pursuant to 10.6(h)amount of the total prepayment premium shall be reduced accordingly.

Optional Loan Prepayments. The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 10:00 A.M. three (3) U.S. Government Securities Business Days prior thereto, in the case of EurodollarSOFR SOFR Loans, and no later than 11:00 10:00 A.M. one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a EurodollarSOFR SOFR 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 2.21; provided further that if such notice of prepayment indicates that such prepayment is to be funded with conditioned on the proceeds occurrence of a refinancingtransaction, such notice of prepayment may be revoked if the financing such transaction is not consummated. Prepayments made pursuant to this Section 2.11 on or prior to the 2022 Audited Financial Statement Delivery Date shall be applied to the prepayment of installments due in respect of the Term Loans in inverse order of maturity (including to the bullet payment on the Term Loan Maturity Date), and prepayments made pursuant to this Section 2.11 thereafter shall be applied to the prepayment of installments due in respect of the Term Loans in direct order of maturity (unless otherwise directed by the Borrower), in accordance with Sections 2.3 and 2.18(b) Upon receipt of any such notice the 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, together with (except in the case of Revolving Loans that are ABR Loans and Swingline 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 a whole multiple thereof. Partial prepayments of Swingline Loans and Revolving Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. The foregoing provisions set forth Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 will shall be applied to the then outstanding balance of the Term Loans as directed by ▇▇▇▇▇▇▇▇ (provided that the prepaid amounts (i.e., all regularly scheduled amortization installments of the Term Loan) shall remain included as Consolidated Fixed Charges for purposes of calculating the Consolidated Fixed Charge Coverage Ratio, but not apply with respect to any Discounted Prepayment governed by Section 2.29 or to any assignments to Holdings, in excess of the Borrower or any Subsidiary made pursuant to 10.6(hprincipal amount of the applicable schedule amortization installment).

Optional Loan Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, part upon irrevocable notice delivered to the Administrative Agent no later than 11:00 10:00 A.M. three (3) Business Days prior thereto, in the case of EurodollarSOFR SOFR Loans, and no later than 11:00 10:00 A.M. one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a EurodollarSOFR SOFR Loan is prepaid prepaid, in whole or in part, 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 2.21; provided further that if such notice of prepayment indicates that such prepayment is to be funded with conditioned on the proceeds occurrence of a refinancingtransaction, such notice of prepayment may be revoked if the financing such transaction is not consummated. Prepayments made pursuant to this Section 2.11 on or prior to the 2022 Audited Financial Statement Delivery Date shall be applied to the prepayment of installments due in respect of the Term Loans in inverse order of maturity (including to the bullet payment on the Term Loan Maturity Date), and prepayments made pursuant to this Section 2.11 thereafter shall be applied to the prepayment of installments due in respect of the Term Loans in direct order of maturity (unless otherwise directed by the Borrower), in accordance with Sections 2.3 and 2.18(b) Upon receipt of any such notice the 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, together with (except in the case of Revolving Loans that are ABR Loans and Swingline 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 a whole multiple thereof. Partial prepayments of Swingline Loans and Revolving Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. The foregoing provisions set forth Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 will not apply shall be applied to Term Loans in accordance with respect to any Discounted Prepayment governed Section 2.18(b). (b) No amount of outstanding Term Loans shall be prepaid by Section 2.29 or to any assignments to Holdings, the Borrower or any Subsidiary made pursuant to 10.6(hSection 2.11(a) prior to the first anniversary of the Closing Date unless the Borrower pays to the Administrative Agent (for the benefit of the Term Lenders), contemporaneously with the prepayment of such Loans, a prepayment fee equal to 1.00% of the aggregate amount of the Term Loans so prepaid. Any such Term Loan prepayment fee shall be fully earned on the date paid and shall not be refundable for any reason.

Optional Loan Prepayments. The (a) Subject to Section 2.11(b), the Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable written notice delivered to the Administrative Agent no later than 11:00 A.M. 12:00 Noon, Eastern time, three (3) Business Days prior thereto, in the case of EurodollarSOFR Eurodollar Loans, and no later than 11:00 A.M. 12:00 Noon, Eastern time, one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided provided, that if a EurodollarSOFR 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 2.21; provided provided, further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing, such notice of prepayment may be revoked if the financing is not consummated. Prepayments made pursuant to this Section 2.11 on or prior to the 2022 Audited Financial Statement Delivery Date shall be applied to the prepayment of installments due in respect of the Term Loans in inverse order of maturity (including to the bullet payment on the Term Loan Maturity Date), and prepayments made pursuant to this Section 2.11 thereafter shall be applied to the prepayment of installments due in respect of the Term Loans in direct order of maturity (unless otherwise directed by the Borrower), in accordance with Sections 2.3 and 2.18(b) Upon receipt of any such notice the 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, together with (except in the case of Revolving Loans that are ABR Loans and Swingline 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 a whole multiple thereof. Partial prepayments Prepayments of Swingline the Term Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. The foregoing provisions set forth in made pursuant to this Section 2.11 will not apply shall be applied to the prepayment of installments due in respect of the Term Loans as directed by the Borrower (and in the absence of such direction, direct order of maturity thereof) and in accordance with Section 2.3 and 2.18(b). (b) In the event that the Borrower (x) makes any prepayment of 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 Discounted Prepayment governed by Section 2.29 or Term Loans, in each case prior to any assignments to Holdingsthe one (1) year anniversary of the Closing 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 Loan being prepaid or any Subsidiary made pursuant (B) in the case of clause (y), the aggregate amount of the applicable Term Loans outstanding immediately prior to 10.6(h)such amendment, in each case to the Administrative Agent, for the ratable account of each of the Term Lenders.