Common use of Optional Clause in Contracts

Optional. Subject to Section 5.4., the Borrowers may, upon notice to the Administrative Agent, prepay any Loan in full or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice (such notice must be in a form acceptable to the Administrative Agent) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to the prepayment in the case of any LIBOR Loan and (ii) on the Business Day of the prepayment, in the case of any Base Rate Loan. Any prepayment of LIBOR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche). If such notice is given by the Borrower Representative, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.4. Each prepayment of the outstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by the Borrower Representative, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s).

Optional. Subject to (i) Except as otherwise provided below in this Section 5.4.2.06(a), the Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Term Loans, Working Capital RC Loans and Pre-Funded RC Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (1) such notice must be in a form acceptable to received by the Administrative AgentAgent not later than 12:30 p.m. (A) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurocurrency Rate Loans and (iiB) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (2) any prepayment of LIBOR Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and provided further, however, that, unless all Pre-Funded RC Loans are to be repaid in full and all Pre-Funded RC Commitments are to be terminated at the time of such prepayment, voluntary prepayments of Pre-Funded RC Loans only may be made with cash proceeds actually received by the Borrower after the Closing Date (including through capital contributions received from Holdings) from a Permitted Equity Issuance by Holdings or the Borrower. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(sClass(es) and Tranche(sType(s) of Loans to be prepaid and, if LIBOR Loans are to be prepaidand (i) in the case of a prepayment of Term Loans, the Interest Period(smanner in which the Borrower elects to have such prepayment applied to the remaining repayments thereof; provided that in the event such notice fails to specify the manner in which the respective prepayment of Term Loans shall be applied to repayments thereof required pursuant to Section 2.08(a), such prepayment of Term Loans shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.08(a), and (ii) in the case of a partial prepayment of Pre-Funded RC Loans, a certification that such Loansprepayment is being made with new cash equity proceeds as provided above in this Section 2.06(a). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 5.43.05(a). Each prepayment of the outstanding Loans pursuant to this Section 2.9.(a2.06(a) shall be applied as directed by the Borrower Representative, and each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Commitment Percentages Pro Rata Shares. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in respect of each whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the relevant Tranche(s)prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.06(a)(i) or 2.06(a)(ii) if such prepayment would have resulted from a refinancing in total of a Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. Subject to Section 5.4., the Borrowers The Borrower may, upon written notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Committed Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (i) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (iA) at least three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) one Business Day prior to the prepayment in the case date of any LIBOR Loan and prepayment of Base Rate Loans; (ii) on the Business Day of the prepayment, in the case of any Base Rate Loan. Any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided, further, that any such notice may state that such notice is conditioned upon effectiveness of other financing or the occurrence of other events, in which case such notice may be revoked by the Borrower, by notice to the Administrative Agent on or prior to the date specified therein if such condition is not satisfied. Each such notice shall be substantially in the form of Exhibit B hereto and specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Committed Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by the Borrower Representative, and each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s)Percentages.

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Term Loans and Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to received by the Administrative AgentAgent not later than 1:00 p.m. (1) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Loan pursuant to this Section 2.05(a) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.9.(a2.05(a) shall be applied as directed by to the Borrower Representativeprincipal installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(sFacilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay any Loan Term Loans and Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice penalty (except as provided in clause (iii) below); provided, that (1) such notice must be in a form acceptable to received by the Administrative AgentAgent not later than 2:00 p.m. (A) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (iiB) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (2) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 5 million or a whole multiple of $1,000,000 1 million in excess thereof thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(sClass (or Classes) and Tranche(sType (or Types) of Loans to be prepaid and, if LIBOR Loans are and the order of Borrowing (or Borrowings) to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided provided, that the Borrower may rescind any notice of prepayment may under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be conditioned upon the consummation of any financing consummated or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may shall otherwise be delayed. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 5.43.05. Each In the case of each prepayment of the outstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by 2.05(a)(i), the Borrower Representativemay in its sole discretion select the Borrowing or Borrowings to be repaid, and each such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Commitment Percentages Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in respect whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, 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, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the relevant Tranche(samount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. Subject to Section 5.4., the (i) The Co-Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Committed Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (i1) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any prepayment of LIBOR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and Committed Loans; (B) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of $500,000 2,500,000.00 or a whole multiple of $100,000 500,000.00 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (C) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000.00 or a whole multiple of $100,000.00 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Committed Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the Borrower RepresentativeCo-Borrowers, the Co-Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Loans pursuant Subject to this Section 2.9.(a) shall be applied as directed by the Borrower Representative2.17, and each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Commitment Percentages Percentages. (ii) The Co-Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in respect of each whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the relevant Tranche(s)prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000.00. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Co-Borrowers, the Co-Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Term A Loans and Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (i1) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 300,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment with respect to each Class of Loans to be prepaid and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any a notice of optional prepayment may be conditioned state that such notice is conditional upon the effectiveness of any facility or instrument refinancing all or a portion of the outstanding Term A Loans or Revolving Credit Loans and Revolving Credit Commitments or upon the consummation of any financing or an acquisition or similar transaction andtransaction, to the extent such condition is not satisfied by the effective date specified therein, in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified therein may be delayeddate) if such condition is not satisfied. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.4. 3.05. (ii) Each prepayment of the outstanding Term A Loans pursuant to this Section 2.9.(a2.05(a)(i) shall be applied to the then remaining principal repayment installments of the Term A Facility as directed by the Borrower Representativedirects, and each such prepayment of Term A Loans and Revolving Credit Loans shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(sFacilities. (iii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Loan Class or Revolving Credit Loans of any Class in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice penalty (except as provided in Section 2.20 and Section 3.05, if applicable); provided that (1) such notice must be in a form acceptable to received by the Administrative Agent) by 11:00 a.m. Agent not later than 2:00 p.m. (New York City time time) (iA) at least three (3) Business Days prior to any date of prepayment of SOFR Loans (or such shorter period as may be agreed by the prepayment Administrative Agent in the case of any LIBOR Loan its reasonable discretion) and (iiB) on the Business Day day of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (2) any partial prepayment of LIBOR SOFR Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof in the case of Term Loans or Revolving Credit Loans or, if less, the entire principal amount of the relevant Class thereof then outstanding; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount of the relevant Class thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(sClass(es) and Tranche(sType(s) of Loans to be prepaid and, if LIBOR Loans are to be prepaidin the case of a prepayment of Term Loans, the Interest Period(s) manner in which such prepayment shall be applied to repayments thereof required pursuant to Section 2.07(a); provided that in the event such notice fails to specify the manner in which the respective prepayment of Term Loans shall be applied to repayments thereof required pursuant to Section 2.07(a), such Loansprepayment of Term Loans shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07(a). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche). If such notice is given by the Borrower Representative, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayedprepayment. Any prepayment of a LIBOR SOFR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Loans of a given Class pursuant to this Section 2.9.(a2.05(a) shall be applied as directed by the Borrower Representative, and each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Commitment Percentages Pro Rata Shares. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty in accordance with Section 2.04(b)(ii). (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may condition any notice of prepayment on the consummation of any refinancing, Permitted Acquisition, Investment, Disposition, Change of Control or other transaction (each a “Conditional Notice Transaction”) and rescind, or extend the date for prepayment specified in, any notice of prepayment under Section 2.05(a)(i) or (ii), if such Conditional Notice Transaction shall not be consummated or shall otherwise be delayed. (iv) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.07(a) in a manner determined at the sole discretion of the Borrower and specified in the notice of prepayment, and the Borrower may elect to apply voluntary prepayments of Term Loans to one or more Class or Classes of Term Loans selected by the Borrower in its sole discretion (provided that such voluntary prepayments of the Term Loans shall be made pro rata within any such Class or Classes selected by the Borrower). In the event that the Borrower does not specify the order in which to apply prepayments to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal in direct order of maturity on a pro-rata basis among Class(es) of Term Loan. (v) Notwithstanding anything in any Loan Document to the contrary, so long as no Event of Default has occurred and is continuing, the Borrower may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon acquisition by the Borrower) (or Equity Sponsor or Holdings or any of its Subsidiaries other than the Borrower may purchase such outstanding Term Loans, which for the avoidance of doubt shall be automatically and permanently canceled immediately upon acquisition by Holdings or any of its Subsidiaries) on the following basis: (A) Any Equity Sponsor or any Borrower Party (collectively, the “Borrower Prepayment Parties”) shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offer or Borrower Solicitation of Discounted Prepayment Offer (any such prepayment, the “Discounted Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(v); provided that no Borrower Prepayment Party shall initiate any action under this Section 2.05(a)(v) in order to make a Discounted Loan Prepayment (other than with respect to actions under this Section 2.05(a)(v) in order to make the first Discounted Loan Prepayment hereunder) unless (I) at least five (5) Business Days shall have passed since the consummation of the most recent Discounted Loan Prepayment as a result of a prepayment made by a Borrower Prepayment Party on the applicable Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall have passed since the date the Borrower Prepayment Party was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of any Borrower Prepayment Party’s election not to accept any Solicited Discounted Prepayment Offers. (1) Subject to the proviso to clause (A) above, any Borrower Prepayment Party may from time to time offer to make a Discounted Loan Prepayment by providing the Auction Agent with three (3) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Borrower Prepayment Party, to (x) each Lender with Term Loans of the relevant Tranche(sClass and/or (y) each Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable Class, the Class or Classes of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this clause), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York City time, on the third Business Day after the date of delivery of such notice to such Lenders (which date may be extended for a period not exceeding five (5) Business Days upon notice by the Borrower Prepayment Party to, and with the consent of, the Auction Agent) (the “Specified Discount Prepayment Response Date”). (2) Each Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Term Loans at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the Classes of such ▇▇▇▇▇▇’s Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment. (3) If there is at least one Discount Prepayment Accepting Lender, the relevant Borrower Prepayment Party will make a prepayment of outstanding Term Loans pursuant to this clause (B) to each Discount Prepayment Accepting Lender on the Discounted Prepayment Effective Date in accordance with the respective outstanding amount and Classes of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to clause (2) above; provided that, if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within two (2) Business Days following the Specified Discount Prepayment Response Date, notify (I) the relevant Borrower Prepayment Party of the respective Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Loan Prepayment and the Classes to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the Classes of Term Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, Class and Type of Term Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower Prepayment Party and such Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower Prepayment Party shall be due and payable by such Borrower Prepayment Party on the Discounted Prepayment Effective Date in accordance with clause (F) below (subject to clause (J) below). (1) Subject to the proviso to subclause (A) above, any Borrower Prepayment Party may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with three (3) Business Days’ (or such shorter period as may be agreed by the Auction Agent in its reasonable discretion) notice in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of such Borrower Prepayment Party, to (x) each Lender and/or (y) each Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Loans (the “Discount Range Prepayment Amount”), the Class or Classes of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Term Loans with respect to each relevant Class of Term Loans willing to be prepaid by such Borrower Prepayment Party (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this clause), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by a Borrower Prepayment Party shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York City time, on the third Business Day after the date of delivery of such notice to such Lenders (which date may be extended for a period not exceeding five (5) Business Days upon notice by the Borrower Prepayment Party to, and with the consent of, the Auction Agent) (the “Discount Range Prepayment Response Date”). Each Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Lender’s Term Loans (the “Submitted Amount”) such Lender is willing to have prepaid at the Submitted Discount. Any Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range. (2) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with such Borrower Prepayment Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this subclause (C). The relevant Borrower Prepayment Party agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by the Auction Agent within the Discount Range by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subclause (3)) at the Applicable Discount (each such Lender, a “Participating Lender”). (3) If there is at least one Participating Lender, the relevant Borrower Prepayment Party will prepay the respective outstanding Term Loans of each Participating Lender on the Discounted Prepayment Effective Date in the aggregate principal amount and of the Classes specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds

Optional. Subject to Section 5.4., the (i) Borrowers may, upon notice to the Administrative Agent from Borrower Agent, at any time or from time to time voluntarily prepay any Loan Term Loans or Revolving Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to the received by Administrative AgentAgent not later than 2:00 p.m. (1) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan SOFR Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR SOFR Loans shall be in a principal amount of at least $5,000,000 or a whole multiple of $1,000,000 in excess thereof 100,000; and (C) any prepayment of Base Rate Loans shall be in a principal amount of at least $500,000 or a whole multiple of $100,000 in excess thereof 50,000 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, how such prepayment shall be applied and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the Borrower RepresentativeAgent, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of may state that the prepayment may be is conditioned upon the consummation effectiveness of any financing other credit facilities, acquisitions or acquisition dispositions, in which case such notice may be revoked by Borrower Agent (by notice to Administrative Agent on or similar transaction and, prior to the extent specified effective date) if such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayedsatisfied. Any prepayment of a LIBOR SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.9.(a2.06(a) shall be applied as directed specified by the Borrower RepresentativeAgent in the applicable notice of prepayment and, and each in the absence of such prepayment direction, in the manner set forth in Section 2.06(b)(v). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages Percentage in respect of each of the relevant Tranche(sFacilities. (ii) Borrowers may, upon notice to the Swing Line Lender (with a copy to Administrative Agent) from Borrower Agent, at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (without a reduction of the Swing Line Sublimit); provided that (A) such notice must be received by the Swing Line Lender and Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $10,000 or, if less, the entire principal amount thereof outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Borrower Agent, Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form reasonably acceptable to the Administrative AgentAgent and be received by the Administrative Agent not later than noon (1) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Obligations, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction. Any prepayment of a Loan pursuant to this Section 2.05(a) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05, if applicable. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that, (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any a notice of prepayment delivered by the Borrower may be state that such notice is conditioned upon the consummation effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any financing or acquisition or similar transaction andoutstanding Obligations, to the extent in which case such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked conditional upon the effectiveness of such other credit facilities or the effective date specified therein may be delayed. Any prepayment closing of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.4. Each prepayment of the outstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by the Borrower Representative, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s)other transaction.

Optional. (i) Subject to the last sentence of this Section 5.4.2.05(a)(i), the Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Term Loans and Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (i1) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,500,000 or a whole multiple of $1,000,000 250,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 250,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each Subject to Section 2.17, each such prepayment of the outstanding Term Loans pursuant to this Section 2.9.(a2.05(a) shall be applied as directed by follows: first to the Borrower Representativeprincipal repayment installment thereof due as of the end of the fiscal quarter in which such prepayment is made, until such principal installment has been reduced to zero ($0) and second to the remaining principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s)Facilities.

Optional. (i) Subject to the last sentence of this Section 5.4.2.05(a)(i), the Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan the Term Loans and Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to received by the Administrative AgentAgent not later than 10:00 a.m. (1) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.9.(a2.05(a) shall be applied as directed by (x) ratably to the Borrower RepresentativeTerm A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(sFacilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. Subject to Section 5.4., the (i) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Acquisition Loans and Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (i1) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 250,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 250,000 in excess thereof thereof; or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the Borrower Representativeany Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Acquisition Loans pursuant to this Section 2.9.(a2.05(a) shall be applied to reduce the then remaining Scheduled Repayments pro rata (based upon the then remaining principal amounts of the Scheduled Repayments after giving effect to all prior reductions thereto); provided that, at any time the Borrowers may, at their option, direct that any voluntary prepayment of Acquisition Loans pursuant to this Section 2.05(a) be applied (in which case it shall be applied), first, to reduce the first four immediately succeeding Scheduled Repayments (after giving effect to all prior reductions thereto) as directed of the date of the respective payments pursuant to this Section 2.05(a) in direct order of maturity and second, to the extent in excess thereof, as otherwise provided above without regard to this proviso; (ii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Borrower RepresentativeSwing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and each (B) any such prepayment shall be paid to in a minimum principal amount of $100,000. Each such notice shall specify the Lenders date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in accordance with their respective Applicable Commitment Percentages in respect of each of such notice shall be due and payable on the relevant Tranche(s)date specified therein.

Optional. Subject to Section 5.4., the Borrowers (i) Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Class or Classes of Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice penalty (except as set forth in Section 2.05(a)(ii)); provided that (i) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (i) at least three (3) one Business Days Day prior to the any date of prepayment in the case of any LIBOR Loan and Loans; (ii) on the Business Day of the prepayment, in the case of any Base Rate Loan. Any prepayment of LIBOR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(sClass(es) of Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the The Borrower Representative, the Borrowers shall make such prepayment and the payment prepayment amount specified in such notice shall be due and payable on the date specified therein; provided , provided, however, that notwithstanding anything to the contrary contained herein, any such prepayment notice of prepayment may be conditioned upon the consummation effectiveness of other credit facilities or the closing of one or more securities offerings or other transactions; provided, further, that, the Borrower must affirmatively rescind any financing or acquisition or similar transaction and, such prepayment notice by a subsequent written notice to the extent such Administrative Agent, if the condition is not in an original prepayment notice shall fail to be satisfied by the proposed effective date specified thereinof such prepayment, and upon the Administrative Agent’s receipt of such notice rescinding notice, shall have no obligation to make any prepayment in respect of such earlier prepayment may be revoked or the effective date specified therein may be delayednotice. Any prepayment of a LIBOR Loan Loans shall be accompanied by all accrued interest on the amount prepaid and any other amounts due under the Loan Documents. (ii) Notwithstanding anything to the contrary contained in this Agreement, (x) in the event of each prepayment, repayment or redemption of any Initial Loans pursuant to Section 2.05(a)(i) and Section 2.05(b)(iii), as applicable, such prepayment, repayment or redemption shall be accompanied by, and there shall become due and payable automatically upon such event, an early prepayment premium payable in cash on the principal amount so prepaid, repaid or redeemed, in an amount equal to the Prepayment Premium, calculated on the aggregate principal amount of the Initial Loans so prepaid, repaid or redeemed, together with any additional amounts required all accrued and unpaid interest on the amount being prepaid, repaid or redeemed and (y) each repayment of, redemption or distribution in respect of, the principal amount of the Initial Loans after acceleration thereof pursuant to Section 5.4. Each prepayment 8.02 (including automatically as a result of a proceeding under any Debtor Relief Law), shall be accompanied by, and there shall become due and payable automatically upon acceleration, a payment premium payable in cash on the principal amount so repaid, redeemed or distributed or on the principal amount that has become or is declared accelerated pursuant to Section 8.02 (including automatically as a result of an insolvency proceeding), in an amount equal to the Prepayment Premium, calculated on the aggregate principal amount of the outstanding Initial Loans pursuant to this Section 2.9.(a) shall be applied as directed by the Borrower Representativeso repaid, redeemed, distributed or accelerated, together with all accrued and each unpaid interest on such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s)Initial Loans.

Optional. Subject The Parent may elect for any Borrower to prepay the Loans without penalty or premium (except as set forth in Section 5.4., the Borrowers may, upon 2.16) by giving notice to the Administrative AgentAgent by telephone (confirmed by facsimile or, prepay any Loan in full or in part at any time without premium or penalty. The Borrower Representative shall give unless otherwise required by the Administrative Agent written notice prior to such delivery, electronic mail (PDF)) of such notice must be in a form acceptable to the Administrative Agent) by 11:00 a.m. New York City time prepayment hereunder (i) at least three (3) Business Days prior to the prepayment in the case of any LIBOR Loan and prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment or (ii) on the Business Day of the prepayment, in the case of any Base Rate Loan. Any prepayment of LIBOR Loans shall be in a principal amount an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingprepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Loans are each Borrowing or portion thereof to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche). If such notice is given by the Borrower Representative, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any that, if a notice of prepayment may be conditioned upon is given in connection with a conditional notice of termination of the consummation of any financing or acquisition or similar transaction andCommitments as contemplated by Section 2.08, to the extent such condition is not satisfied by the effective date specified therein, then such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment if such notice of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.4. Each prepayment of the outstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by the Borrower Representative, and each such prepayment shall be paid to the Lenders termination is revoked in accordance with their respective Applicable Commitment Percentages in respect Section 2.08. Promptly following receipt of each any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the relevant Tranche(s)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 2.03. Full prepayments of any Borrowing are permitted without restriction of amounts. In addition to the foregoing, if an AutoBorrow Agreement is in effect with respect to a Borrower, any prepayment of Swingline Loans by such Borrower may also be made as provided in such AutoBorrow Agreement.

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Term Loans and Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (i1) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.9.(a2.05(a) shall be applied as directed by in the Borrower Representativefollowing order (x) first, to the principal repayment installments thereof in direct order of maturity to the following four (4) scheduled payments to be made on each Term Loan Repayment Date, and (y) thereafter, on a pro-rata basis among the remaining principal repayment installments to be made on each remaining Term Loan Repayment Date. Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(sFacilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000, or, if less, the entire principal amount of Swing Line Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. Subject to Section 5.4., the (i) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Term Loans and Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give ; provided that (A) such notice may be in any form on an electronic platform or electronic transmission system or another form approved by the Administrative Agent written notice (such notice must be or in a form acceptable to writing appropriately signed by a Responsible Officer and containing the information specified in this Section below and be received by the Administrative AgentAgent not later than 12:00 p.m. (1) by 11:00 a.m. New York City time (i) at least three (3) two Business Days prior to the any date of prepayment in the case of any LIBOR Loan Term SOFR Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Term SOFR Loans shall be in a principal amount of $5,000,000 3,000,000 or a whole multiple of $1,000,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 250,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the Borrower RepresentativeBorrowers, and to the extent provided therein, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.9.(a2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower RepresentativeBorrowers (provided that in the event that the Borrowers do not specify the order in which to apply prepayments, the Borrowers shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal of such Term Loans in reverse order of maturity), and subject to Section 2.18, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(sFacilities. (ii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or less if less than such amount is outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, and to the extent provided therein, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) Subject to the last sentence of this Section 5.4.2.05(a)(i), the Borrowers may, Borrower may upon notice to the Administrative Agent, at any time or from time to time, voluntarily prepay any Loan Term Loans and Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (ix) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (iiy) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans, (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Facility to be prepaid, the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)such prepayment. If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that . Notwithstanding anything to the contrary contained herein, any notice of prepayment may be state that it is conditioned upon the consummation occurrence or non-occurrence of any financing event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice on or acquisition or similar transaction and, prior to the extent specified effective date) if such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayedsatisfied. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.9.(a2.05(a) shall be applied to the remaining principal repayment installments thereof (a) in direct order of maturity, (b) in inverse order of maturity (c) on a pro rata basis, or (d) pro rata to the next eight (8) scheduled principal payment installments thereof following such date of prepayment for which any scheduled payment amount in excess of zero remains unpaid as directed by of such date and thereafter on a pro rata basis, in each case as the Borrower Representative, and each such may elect. If the Borrower fails to timely specify its election then the prepayment shall be paid applied in accordance with clause (d) above. Subject to Section 2.15, prepayments shall be applied to the Loans of the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s)Facilities; provided that, in each case, first to Base Rate Loans and then to Eurodollar Rate Loans specified in such notice in direct order of Interest Period maturities.

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Term Loans and Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to received by the Administrative AgentAgent not later than 2:00 p.m. (1) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 250,000 or a whole multiple of $1,000,000 100,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Loan pursuant to this Section 2.05(a) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.9.(a2.05(a) shall be applied as directed by to the Borrower Representativeprincipal installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(sFacilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 5.4.2.04(a), the Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Class or Classes of Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to received by the Administrative AgentAgent not later than 9:00 a.m. (1) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) Types and Tranche(s) Classes of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) Periods of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.9.(a2.04(a) shall be applied (x) to the Class or Classes of Term Loans as directed by the Borrower Representativeand (y) to the principal repayment installments thereof as directed by the Borrower, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(sFacilities. Notwithstanding anything to the contrary contained herein, any prepayment of the Term B Facility made after the Closing Date but on or prior to the six (6) month anniversary of the Closing Date in connection with a Repricing Event shall be accompanied by the payment of the fee described in Section 2.08(c). Notwithstanding the foregoing, if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a new financing that would result in the repayment of all Obligations in connection therewith, the termination of the Loans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummated.

Optional. Subject to Section 5.4., the Borrowers Each Borrower may, upon notice from the Parent Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent) Agent and be received by the Administrative Agent not later than 11:00 a.m. New York City time (iA) at least three (3) Business Days (or such shorter time period as may be agreed by the Administrative Agent in its sole discretion) prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment in the case of any LIBOR Loan Base Rate Loans; and (ii) on the Business Day of the prepayment, in the case of any Base Rate Loan. Any prepayment of LIBOR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the Borrower RepresentativeParent Borrower, the Borrowers applicable Borrower shall make such prepayment and the payment prepayment amount specified in such notice shall be due and payable on the date specified therein; provided , provided, however, that notwithstanding anything to the contrary contained herein, any such prepayment notice of prepayment may be conditioned upon the consummation effectiveness of other credit facilities or the closing of one or more securities offerings or other transactions; provided, further, that, the Parent Borrower must affirmatively rescind any financing or acquisition or similar transaction and, such prepayment notice by a subsequent written notice to the extent such Administrative Agent, if the condition is not in an original prepayment notice shall fail to be satisfied by the proposed effective date specified thereinof such prepayment, and upon the Administrative Agent’s receipt of such notice rescinding notice, shall have no obligation to make any prepayment in respect of such earlier prepayment may be revoked or the effective date specified therein may be delayednotice. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.4. Each prepayment of the outstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by the Borrower Representative, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s)3.5.

Optional. Subject (i) The Borrower shall have the right at any time and from time to Section 5.4., the Borrowers may, upon notice time to the Administrative Agent, prepay any Loan Borrowing in full whole or in part at any time without premium or penalty. , except as provided in Section 2.13, subject to prior notice in accordance with paragraph (b) of this Section. (ii) The Borrower Representative shall give notify the Administrative Agent written notice by telephone (such notice must be in a form acceptable to the Administrative Agentconfirmed by telecopy) by 11:00 a.m. New York City time of any prepayment hereunder (i) at least three (3) Business Days prior to the prepayment in the case of any LIBOR Loan and prepayment of a Eurocurrency Borrowing in dollars, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) on the Business Day of the prepayment, in the case of any Base Rate Loan. Any prepayment of LIBOR Loans shall be an ABR Borrowing not later than 11:00 a.m., New York City time, on the date of prepayment, (iii) in the case of prepayment of a principal amount of $5,000,000 Eurocurrency Borrowing in Euros or a whole multiple Euro Reference Rate Borrowing, not later than 11:00 a.m., London time, three Business Days before the date of $1,000,000 prepayment or (iv) in excess thereof and any the case of prepayment of Base Rate Loans shall be a Eurocurrency Borrowing in a principal amount Canadian Dollars, not later than 11:00 a.m., London time, three Business Days before the date of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingprepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Loans are each Borrowing or portion thereof to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche). If such notice is given by the Borrower Representative, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any that, if a notice of prepayment may be conditioned upon is given in connection with a conditional notice of termination of the consummation of any financing or acquisition or similar transaction andCommitments as contemplated by Section 2.06, to the extent such condition is not satisfied by the effective date specified therein, then such notice of prepayment may be revoked or if such notice of termination is revoked in accordance with Section 2.06. Promptly following receipt of any such notice relating to a Borrowing, the effective date specified therein may Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing, and the remainder of such Borrowing after giving effect to such prepayment, shall be delayedin 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. Any Each prepayment of a LIBOR Loan Dollar Tranche Borrowing shall be applied ratably to the Dollar Tranche Revolving Loans included in the prepaid Dollar Tranche Borrowing. Each prepayment of a Multi-Currency Tranche Borrowing shall be prepaid in the currency in which such Borrowing was made and such prepayment shall be applied ratably to the Multi-Currency Revolving Loans in such currency included in the prepaid Multi-Currency Borrowing. Prepayments shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.4. Each prepayment of the outstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by the Borrower Representative, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s)extent required by Section 2.10.

Optional. Subject to Section 5.4., the Borrowers (i) Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Advances made to it in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to the Administrative Agent) Agent and received by the Agent not later than 11:00 a.m. New York City time (ix) at least three (3) Business Days prior to the any date of prepayment in the case of Term SOFR Advances or prior to any LIBOR Loan date of prepayment of BA Rate Advances, (y) four Business Days prior to any date of prepayment of Alternative Currency Advances, and (iiz) on the Business Day date of the prepayment, in the case of any Base Rate Loan. Any prepayment of LIBOR Loans Index Rate Loans; (B) any prepayment of Term SOFR Advances shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and any prepayment of BA Rate Advances shall be in a principal amount of CND$5,000,000 or a whole multiple of CND$1,000,000 in excess thereof; (C) any prepayment of Alternative Currency Advances shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (D) any prepayment of Base Rate Loans Advances or Canadian Base Rate Advances shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof and any prepayment of Canadian Prime Rate Advances shall be in a principal amount of CND$1,000,000 or a whole multiple of CND$1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans Advances to be prepaid and, if LIBOR Contract Rate Loans are to be prepaid, the Interest Period(s) of such LoansAdvances. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the any Borrower, such Borrower Representative, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of prepayment may be state that such prepayment is conditioned upon the consummation availability of any financing or acquisition or similar transaction andother financing, in which case such notice may be revoked by the applicable Borrower (by notice to the extent Agent prior to the specified date of such prepayment) if such condition is not satisfied (it being understood that any revocation by the effective date specified therein, such a Borrower of a notice of prepayment may be revoked or shall entitle the effective date specified therein may be delayedLenders to any amounts as set forth in Section 10.04(b)). Any prepayment of a LIBOR Contract Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 5.410.04(b). Each prepayment of the outstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by the Borrower Representative, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages Percentages. (ii) Any Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the Agent), at any time or from time to time, voluntarily prepay Swing Line Advances made to it in respect of each whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Agent not later than 1:00 p.m. on the date of the relevant Tranche(s)prepayment, and (B) any such prepayment shall be in a minimum principal amount of $500,000 or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. Subject to Section 5.4., the Borrowers (i) Borrower may, upon thirty (30) Business Days’ written notice to the Administrative Agent, on any Interest Payment Date voluntarily prepay any Loan the Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give part, plus the Administrative Agent written notice (such notice must be in a form acceptable to the Administrative Agent) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to the prepayment in the case of any LIBOR Loan and (ii) on the Business Day of the prepayment, in the case of any Base Rate Loan. Any prepayment of LIBOR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each casePrepayment Premium, if less, the entire principal amount thereof then outstandingapplicable. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loansprepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TranchePercentage). If such notice is given by the Borrower, Borrower Representative, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of may state that the prepayment may be is conditioned upon the consummation effectiveness of any financing other credit facilities, acquisitions or acquisition dispositions, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or similar transaction and, prior to the extent specified effective date) if such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayedsatisfied. Any prepayment of a LIBOR Loan shall be accompanied by the Prepayment Premium, if applicable, and all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.4. Each prepayment of the outstanding Loans pursuant to this Section 2.9.(a) prepaid and shall be applied to the next scheduled Fixed Amortization Payment applicable to the Tranche A Term Loans or the Tranche B Term Loans, as directed by applicable, as provided in Borrower’s notice (or, if the Borrower Representativefails to specify if a prepayment should be applied to the Tranche A Term Loans or Tranche B Term Loans, and each such prepayment shall be made pro rata to the next scheduled Fixed Amortization Payment for each of the Tranche A Term Loans and Tranche B Term Loans), provided, that any such prepayment in excess of such next Fixed Amortization Payment applicable to the Tranche A Terms Loans or Tranche B Term Loans, as applicable, shall be applied to the subsequent Fixed Amortization Payments of such Tranche A Terms Loans or Tranche B Term Loans, as applicable, until such prepayment is fully allocated. Subject to Section 2.14, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s)Percentage.

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans or Term Loans, in each case, of any Loan Class, in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice , subject to Section 2.05(j); provided that (A) such notice must be in a form acceptable to received by the Administrative AgentAgent not later than 11:00 a.m. (1) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurocurrency Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 250,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(sClass(es) and Tranche(sType(s) of Loans to be prepaid and, if LIBOR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Lender and Term Lender, as applicable, of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Trancheapplicable Facility). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon (i) the effectiveness of another credit facility or the closing of a securities offering or (ii) a Change of Control, in which case such notice may be conditioned upon revoked by the consummation of any financing or acquisition or similar transaction and, Borrower (by notice to the extent Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied by (provided further that the effective date specified therein, failure of such notice of prepayment may be revoked or contingency shall not relieve the effective date specified therein may be delayedBorrower from its obligations in respect thereof under Section 3.05). Any prepayment of a LIBOR Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.4. Each prepayment 3.05. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the outstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by the Borrower Representativeprepayment, and each (B) any such prepayment shall be paid in a minimum principal amount of $250,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon (i) the effectiveness of another credit facility or the closing of a securities offering or (ii) a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Lenders in accordance with their respective Applicable Commitment Percentages Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied (provided, further, that the failure of such contingency shall not relieve the Borrower from its obligations in respect of each of the relevant Tranche(sthereof under Section 3.05).

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Loan Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give penalty subject to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent written notice Agent, (A) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (i1) at least three two (32) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Term SOFR Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Term SOFR Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof and thereof; (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding and (D) any prepayment of any Incremental Term Loan shall be applied as provided in the relevant Incremental Amendment. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TranchePercentage). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.4. Each prepayment 3.05. (ii) The Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the outstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by the Borrower Representativeprepayment, and each (B) any such prepayment shall be paid to in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the Lenders entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in accordance with their respective Applicable Commitment Percentages in respect of each of such notice shall be due and payable on the relevant Tranche(s)date specified therein.

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon prior written notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Class or Classes of Term Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice penalty (except as expressly set forth in Section 2.09(c)); provided that (1) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (iA) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurocurrency Rate Loans and (iiB) on the one Business Day prior to the date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (2) any prepayment of LIBOR Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,000 500,000, or a whole multiple of $1,000,000 100,000 in excess thereof thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(sClass(es) and Tranche(sthe Type(s) of Loans to be prepaid and, if LIBOR prepaid. In connection with any voluntary prepayment that is consummated in respect of all or any portion of the Term Loans are prior to be prepaidthe Prepayment Premium Date, the Interest Period(s) of such LoansBorrower shall pay to the Term Lenders the applicable fee required by Section 2.09(c). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the Borrower RepresentativeBorrower, unless rescinded, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 5.43.05. (ii) The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. Each If such notice is given by the Borrower, unless rescinded, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the outstanding Loans a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.9.(a2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all or any portion of the applicable Class or occurrence of another event, which refinancing or event shall not be consummated or shall otherwise be delayed. (iv) Voluntary prepayments of Term Loans permitted hereunder shall be applied (x) pro rata to each Class of Term Loans then outstanding, (y) with respect to each Class of Term Loans, to the remaining scheduled installments of principal of each Class following the date of such prepayment as directed by set forth in Section 2.07(a) in a manner determined at the discretion of the Borrower Representativeand specified in the notice of prepayment (and absent such direction, in direct order of maturity), and (z) each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages Pro Rata Shares of such prepayment. (v) Notwithstanding anything in respect any Loan Document to the contrary, in addition to the terms set forth in Sections 2.05(a)(i) and (a)(ii) and 10.07, so long as no Default or Event of Default has occurred and is continuing, any Company Party may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such prepayment) (or Holdings or any of its Subsidiaries may purchase such outstanding Loans and immediately cancel them) without premium or penalty on the following basis: (A) Any Company Party shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to the Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(v) and without premium or penalty (except as provided in Section 2.09(c)). (B) (1) Any Company Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five Business Days’ notice in the form of a Specified Discount Prepayment Notice (or such shorter period as agreed by the Auction Agent); provided that (I) any such offer shall be made available, at the sole discretion of the relevant Tranche(sCompany Party, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(v)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $2,500,000 and whole increments of $500,000 in excess thereof and (IV) unless rescinded, each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (or such later date specified therein) (the “Specified Discount Prepayment Response Date”).

Optional. (i) Subject to the last sentence of this Section 5.4.2.05(a)(i) and subject to Section 2.05(a)(iii), the Borrowers may, upon notice by the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that: (A) such notice must be in a form acceptable to received by the Administrative AgentAgent not later than 2:00 p.m. (1) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,500,000 or a whole multiple of $1,000,000 500,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) and Tranche(s) of Loans to be prepaid, the character of Loans to be prepaid (as Tranche 1 Revolving Credit Loans or Tranche 2 Revolving Credit Loans) and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly (x) notify each Lender Tranche 1 Revolving Credit Lender, in the case of Tranche 1 Revolving Credit Loans of its receipt of each such notice, notice and of the amount of such Tranche 1 Revolving Credit Lender’s ratable portion of such prepayment (based on such Tranche 1 Revolving Credit Lender’s Tranche 1 Applicable Commitment Percentage in respect of the relevant TrancheTranche 1 Revolving Credit Facility) and (y) notify each Tranche 2 Revolving Credit Lender, in the case of Tranche 2 Revolving Credit Loans of its receipt of each such notice and of the amount of such Tranche 2 Revolving Credit Lender’s ratable portion of such prepayment (based on such Tranche 2 Revolving Credit Lender’s Tranche 2 Applicable Percentage in respect of the Tranche 2 Revolving Credit Facility). If such notice is given by the Borrower Representative, the Borrowers shall make such prepayment and the payment amount specified in Each such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, revocable subject to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayedSection 3.05. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.4. Each prepayment 3.05. (ii) Subject to Section 2.05(a)(iii), the Borrowers may, upon notice by the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the outstanding Loans pursuant to this Section 2.9.(aprepayment and (B) shall be applied as directed by the Borrower Representative, and each any such prepayment shall be paid in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. Each such notice shall be revocable subject to Section 3.05. (iii) Notwithstanding the provisions of Section 2.05(a) which permit voluntary prepayments of the Loans, except as provided in Section 2.05(b), only if all Tranche 1 Revolving Credit Loans and Swing Line Loans (to the Lenders extent there are any Tranche 1 Swing Line Participations in such Swing Line Loans) are repaid in full may the Borrowers prepay amounts owed with respect to the Tranche 2 Revolving Credit Loans or Swing Line Loans (to the extent there are any Tranche 2 Swing Line Participations in such Swing Line Loans); provided, however, that any such prepayment shall not reduce or terminate the Revolving Credit Commitments. In addition, the Borrowers may also repay Loans as required upon any reduction or termination of the Tranche 2 Revolving Credit Commitments in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s)provisions hereof.

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to received by the Administrative AgentAgent not later than 11:00 a.m. (1) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Term Benchmark Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Term Benchmark Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Revolving Credit Loans to be prepaid and, if LIBOR Term Benchmark Loans are to be prepaid, the Interest Period(s) of such Revolving Credit Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TranchePercentage). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of a prepayment to be made in connection with any refinancing of all of the Revolving Credit Commitments and/or Revolving Credit Loans with the proceeds of such refinancing or of any incurrence of Indebtedness, may be conditioned be, if expressly so stated to be, contingent upon the consummation of any financing such refinancing or acquisition or similar transaction andincurrence (provided, to further, that the extent failure of such condition is contingency shall not satisfied by relieve the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayedBorrower from its obligations in respect thereof under Section 3.05). Any prepayment of a LIBOR Term Benchmark Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by the Borrower Representative, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages (except as permitted under Section 2.16). (ii) The Borrower may, upon notice to the Swingline Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in respect of each whole or in part without premium or penalty; provided that (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 12:00 noon on the date of the relevant Tranche(s)prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. Subject to Section 5.4., the Borrowers The Borrower may, upon notice (which notice, subject to Section 3.05, may state that such prepayment is conditioned upon the effectiveness of other credit facilities or any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied) to the Administrative Agent, at any time or from time to time voluntarily prepay any the Term Loan in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (i) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (iA) at least three (3) two Business Days prior to any date of prepayment of Term SOFR Loans and (B) on the date of prepayment in the case of any LIBOR Loan and Base Rate Loans; (ii) on the Business Day of the prepayment, in the case of any Base Rate Loan. Any prepayment of LIBOR Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans Term Loan to be prepaid and, if LIBOR Term SOFR Loans are to be prepaid, the Interest Period(s) of such LoansTerm Loan. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheTerm Loan Facility). If Subject to the first sentence in this Section 2.04(a), if such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any a notice of prepayment of the Term Loan delivered by the Borrower may be state that such notice is conditioned upon the consummation effectiveness of any financing or acquisition or similar transaction and, other credit facilities in which case such notice may be revoked by the Borrower (by notice to the extent Administrative Agent on or prior to the specified effective date) if such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayedsatisfied. Any prepayment of a LIBOR the Term Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Loans All payments made pursuant to this Section 2.9.(a2.04(a) shall be applied as directed by the Borrower Representative, and on a pro rata basis to each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s)Lender.

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Loan Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give penalty subject to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent written notice Agent, (A) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (i1) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof and thereof; (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding and (D) any prepayment of any Incremental Term Loan shall be applied as provided in the relevant Incremental Amendment. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TranchePercentage). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.4. Each prepayment 3.05. (ii) The Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the outstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by the Borrower Representativeprepayment, and each (B) any such prepayment shall be paid to in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the Lenders entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in accordance with their respective Applicable Commitment Percentages in respect of each of such notice shall be due and payable on the relevant Tranche(s)date specified therein.

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative Agent (or with respect to Swing Line Loans, the Swing Line Lender (with a copy to the Administrative Agent)), at any time or from time to time voluntarily prepay any Loan Class or Classes of Term Loans or Revolving Credit Loans or Swing Line Loans of any Class or Classes in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice penalty (except as expressly set forth in this Section 2.05); provided that (1) such notice must be in a form acceptable to received by the Administrative AgentAgent (and the Swing Line Lender, if applicable) by 11:00 a.m. New York City time not later than 1:00 p.m. (iA) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan SOFR Loans and (iiB) on the one (1) Business Day prior to any date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans (including any Swing Line Loans); (2) any prepayment of LIBOR SOFR Loans shall be in a minimum principal amount of $5,000,000 500,000, or a whole multiple of $1,000,000 100,000 in excess thereof thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 250,000 or a whole multiple of $100,000 50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(sClass(es) and Tranche(sType(s) of Loans to be prepaid andprepaid, if LIBOR SOFR Loans are to be prepaid, the Interest Period(s) of such Loans, and the premium (if any) payable in connection therewith. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the Borrower RepresentativeBorrower, unless rescinded pursuant to clause (iii) below, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to clause (ii) below and Section 5.43.05. Each In the case of each prepayment of the outstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by 2.05(a), the Borrower Representativemay in its sole discretion select the Borrowing or Borrowings to be repaid, and each such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Commitment Percentages Pro Rata Shares (or other applicable share provided for under this Agreement). (ii) Notwithstanding anything to the contrary contained in this Agreement, at the time of the consummation or occurrence of any refinancing of the Term Facility, any voluntary prepayment of Term Loans pursuant to Section 2.05(a), any mandatory prepayment of Term Loans made pursuant to Section 2.05(b)(iii) (or, for the avoidance of doubt, upon acceleration of the Obligations pursuant to Article VIII or before or after acceleration of the Obligations upon the occurrence of an Event of Default under Section 8.01(f)) or any replacement of a Non-Consenting Lender pursuant to Section 3.07(a)(iii) (each of the forgoing, a “Prepayment Premium Trigger”), in each case, that occurs prior to the first anniversary of the Closing Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each applicable Lender, a fee equal to 1.00% of the principal amount of the Initial Term Loans subject to such Prepayment Premium Trigger (or in the case of any amendment, the principal amount of the relevant Initial Term Loans outstanding on such date that any Lender withholds its consent and is required to assign its Initial Term Loan pursuant to Section 3.07 in connection therewith); provided that no such fee shall be payable pursuant to this Section 2.05(a)(ii), (A) in respect of each any prepayments made in connection with a Change of Control, a Qualified IPO or an Enterprise Transformative Event, or made with Internally Generated Cash and (B) for the avoidance of doubt, on or after the first anniversary of the relevant Tranche(sClosing Date. Such fee shall be due and payable upon the date on which such prepayment or replacement, as applicable, occurs. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) by notice to the Administrative Agent no later than 2:00 p.m. (and promptly confirmed in writing) on the date of prepayment if such prepayment would have resulted from a refinancing of all or any portion of the applicable Class or occurrence of another event, which refinancing or event shall not be consummated or shall otherwise be delayed (subject to payment of amounts due under Section 3.05). (iv) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.07(a) in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity) and shall be applied to any Class of Term Loans as determined by the Borrower. (v) Notwithstanding anything in any Loan Document to the contrary, in addition to the terms set forth in Sections 2.05(a)(i) and 10.07, so long as no Event of Default has occurred and is continuing, any Loan Party (in such capacity, a “Discounted Purchaser”) may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently cancelled immediately upon such prepayment) (or Holdings or any of its Subsidiaries may purchase such outstanding Loans and immediately cancel them) without premium or penalty on the following basis (and so long as no proceeds of Revolving Credit Loans are used for such purpose): (A) Any Discounted Purchaser shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(v) and without premium or penalty. (B) (1) Any Discounted Purchaser may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five Business Days’ notice in the form of a Specified Discount Prepayment Notice (or such shorter period as agreed by the Auction Agent); provided that (I) any such offer shall be made available, at the sole discretion of the Discounted Purchaser, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(v)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole increments of $500,000 in excess thereof and (IV) unless rescinded pursuant to clause (iii) above, each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (or such later date specified therein) (the “Specified Discount Prepayment Response Date”).

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Term Loans and Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent) Agent and be received by the Administrative Agent not later than 11:00 a.m. New York City time (i1) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.9.(a2.05(a) shall be applied as directed by in the Borrower Representativefollowing order (x) first, to the principal repayment installments thereof in direct order of maturity to the following four (4) scheduled payments to be made on each Term Loan Repayment Date for each Term Facility (on a pro-rata basis among the Closing Date Term Loans, the Term A-1 Loans and the Term A-2 Loans; provided that if there is no scheduled payment for one or more of the Term Facilities in the three (3) month period following such prepayment, prepayments shall be applied only to the scheduled payments of the Term Facilities that have scheduled payments in the three (3) month period following such prepayment), and (y) thereafter, to the remaining principal repayment installments to be made on each remaining Term Loan Repayment Date (on a pro-rata basis both (a) as amongst the Closing Date Term Loans, the Term A-1 Loans and the Term A-2 Loans and (b) as amongst the remaining principal repayment installments of the Term Loans). Subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(sFacilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000, or, if less, the entire principal amount of Swing Line Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. Subject to Section 5.4., the (i) The Borrowers may, upon written notice to the Administrative AgentApplicable Agent by the Borrower, at any time or from time to time voluntarily prepay any Loan Class or Classes of Term Loans and Revolving Loans of any Class or Classes in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice penalty (except as expressly set forth in Section 2.05(d)); provided that (1) such notice must be in a form acceptable to received by the Administrative Agent) by Applicable Agent not later than 11:00 a.m. New York City time (iA) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Term SOFR Rate Loans and (iiB) on the Business Day requested date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (2) any prepayment of LIBOR Term SOFR Rate Loans shall be in a minimum principal amount of $5,000,000 1,000,000, or a whole multiple of $1,000,000 500,000 in excess thereof and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 100,000, or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(sClass(es) and Tranche(sType(s) of Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Applicable Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the Borrower RepresentativeBorrower, unless rescinded, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Loan (other than prepayments of Base Rate Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 5.4. Each 3.05. (ii) [Reserved]. (iii) Notwithstanding anything to the contrary contained in this Agreement, any notice of prepayment under Section 2.05(a)(i) may be conditional, extendable or revocable if such prepayment is conditioned upon a Refinancing of all or any portion of the outstanding applicable Class or occurrence of another event. (iv) Voluntary prepayments of any Class of Term Loans pursuant to this Section 2.9.(a) permitted hereunder shall be applied as directed by to the remaining scheduled installments of principal thereof pursuant to Section 2.07(a) in a manner determined at the discretion of the Borrower Representativeand specified in the notice of prepayment (and absent such direction, in direct order of maturity). (v) Notwithstanding anything in any Loan Document to the contrary, in addition to the terms set forth in Sections 2.05(a)(i) and each 10.07, so long as no Event of Default has occurred and is continuing, any Company Party may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such prepayment prepayment) (or Holdings or any of its Subsidiaries may purchase such outstanding Loans and contribute such Loans to the Borrower (which shall be paid automatically cancelled)) without premium or penalty on the following basis: (A) Any Company Party shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the Lenders “Discounted Term Loan Prepayment”), in each case made in accordance with their respective Applicable Commitment Percentages this Section 2.05(a)(v) and without premium or penalty. (B) (1) Any Company Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five Business Days’ notice in respect the form of each a Specified Discount Prepayment Notice (or such shorter period as agreed by the Auction Agent); provided that (I) any such offer shall be made available, at the sole discretion of the relevant Tranche(sCompany Party, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(v)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $2,500,000 and whole increments of $500,000 in excess thereof and (IV) unless rescinded, each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (or such later date specified therein) (the “Specified Discount Prepayment Response Date”).

Optional. Subject to Section 5.4., the Borrowers may, upon notice to the Administrative Agent, The Borrower may prepay any Loan in full or in part at any time in whole, or from time to time in part (but, if in part, then: (i) if such Borrowing is of Base Rate Loans, in an amount not less than $100,000, (ii) if such Borrowing is of SOFR Loans or Daily Simple SOFR Loans, in an amount not less than $500,000, and (iii) in each case, in an amount such that the minimum amount required for a Borrowing pursuant to Sections 2.2(b) and 2.5 remains outstanding), any outstanding Loans without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice penalty but subject to Section 4.5, upon not less than two (such notice must be in a form acceptable to the Administrative Agent) by 11:00 a.m. New York City time (i) at least three (32) Business Days prior notice by the Borrower to the Administrative Agent in the case of any prepayment of a Borrowing of SOFR Loans and notice delivered by the Borrower to the Administrative Agent no later than 10:00 a.m. on the date of prepayment in the case of a Borrowing of Base Rate Loans or Daily Simple SOFR Loans (or, in any LIBOR Loan and (ii) on case, such shorter period of time then agreed to by the Business Day Administrative Agent), such prepayment to be made by the payment of the prepaymentprincipal amount to be prepaid and, in the case of any Base Rate LoanTerm Loans or SOFR Loans or Swingline Loans, accrued interest thereon to the date fixed for prepayment plus any amounts due the Lenders under Section 4.5. Any prepayment of LIBOR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and Notwithstanding the foregoing, any prepayment notice that is delivered in connection with any proposed refinancing of Base Rate the Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each caseanother transaction may be, if less, expressly so stated in the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such applicable prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche). If such notice is given by the Borrower Representative, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned contingent upon the consummation of any financing such refinancing or acquisition or similar transaction andother transaction, and (x) the repayment date therefor may be amended from time to time by notice from the Borrower to the extent Administrative Agent and (y) such condition is not satisfied by the effective date specified therein, such prepayment notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.4. Each prepayment of the outstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by the Borrower Representative, in the event such refinancing or other transaction is not consummated so long as the Borrower pays any costs or expenses of Administrative Agent and each such prepayment shall be paid to the Lenders incurred in accordance connection with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s)such revoked prepayment notice.

Optional. Subject to Section 5.4., the (i) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Term Loans, Revolving Credit Loans and/or Delayed Draw Term Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (i) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (iA) at least three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment in the case of any LIBOR Loan and Base Rate Loans; (ii) on the Business Day of the prepayment, in the case of any Base Rate Loan. Any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 3,000,000 or a whole multiple of $1,000,000 in excess thereof thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such LoansLoans and each Facility to which such prepayment shall apply (and if multiple Facilities are specified, the allocation among such Facilities). The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the Borrower RepresentativeBorrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Eurodollar Rate Committed Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.4. Each prepayment 3.05. (ii) No Competitive Loan may be prepaid voluntarily without the prior consent of the outstanding applicable Competitive Loan Lender. (iii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans pursuant to this Section 2.9.(ain whole or in part without premium or penalty; provided that (i) shall such notice must be applied as directed received by the Borrower RepresentativeSwing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and each (ii) any such prepayment shall be paid to in a minimum principal amount of $100,000. Each such notice shall specify the Lenders date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in accordance with their respective Applicable Commitment Percentages in respect of each of such notice shall be due and payable on the relevant Tranche(s)date specified therein.

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Term Loans and Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (1) such notice must be in a form acceptable to received by the Administrative AgentAgent not later than 12:30 p.m. (A) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Loans and (iiB) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (2) any prepayment of LIBOR Eurodollar Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and thereof; (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding, (4) each prepayment of Term Loans pursuant to this Section 2.05(a)(i) shall be applied first, to the outstanding principal balance of Tranche B-1 Term Loans, second, to the outstanding principal balance of the Tranche B-2 Term Loans and, subject to clause (6) below, third, to the outstanding principal balance of the Tranche B-3 Term Loans, (5) any such voluntary prepayment of the Tranche B-1 Term Loans or Tranche B-2 Term Loans shall be applied to the remaining scheduled principal payments thereof in reverse order of maturity and (6) no voluntary prepayment of the Tranche B-3 Term Loans shall be permitted prior to December 31, 2012 unless (x) the Release Conditions shall be satisfied on the date of such prepayment and (y) the Fixed Rate Conversion Effective Date has not occurred prior to the date of such prepayment. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that . (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment may under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be conditioned upon the consummation of any financing consummated or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may shall otherwise be delayed. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.4. Each prepayment of the outstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by the Borrower Representative, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s).

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Loan Revolving Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give penalty subject to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent written notice Agent, (A) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (i1) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Term SOFR Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any SOFR Daily Floating Rate Loans or Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Term SOFR Loans shall be in a principal amount of $5,000,000 2,500,000 or a whole multiple of $1,000,000 in excess thereof thereof; and (C) any prepayment of SOFR Daily Floating Rate Loans or Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof thereof, or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TranchePercentage). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR any Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Loans pursuant Subject to this Section 2.9.(a) shall be applied as directed by the Borrower Representative2.15, and each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages Percentages. (ii) At any time the Autoborrow Agreement is not in respect effect, the Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of each a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the relevant Tranche(sprepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. Subject (i) The Borrowers may, subject to Section 5.4., the Borrowers may2.05(a)(iii), upon notice to the Administrative AgentAgent by the Borrowers, at any time or from time to time voluntarily prepay any Loan Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice , except as set forth in Section 2.05(a)(vi); provided that: (A) such notice must be in a form acceptable received by the Administrative Agent not later than 11:30 a.m. (1) two Business Days prior to any date of prepayment of Eurocurrency Rate Loans (unless otherwise agreed by the Administrative Agent) by 11:00 a.m. New York City time or (i) at least three (3) Business Days prior to the prepayment in the case of any LIBOR Loan and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,000 1,000,000, or a whole multiple of $1,000,000 100,000 in excess thereof or, in each case, is less, the entire principal amount thereof then outstanding; and (C) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(sClass(es) and Tranche(sType(s) of Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the a Borrower, subject to Section 2.05(a)(iii), such Borrower Representative, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Eurocurrency Rate Loan shall be be, as set forth in Section 2.05(c), accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 5.43.10. Each prepayment of the outstanding principal of, and interest on, any Revolving Credit Loans shall be made in the relevant Available Currency. In the case of each prepayment of the Loans pursuant to this Section 2.9.(a) shall 2.05(a), a Borrower may in its sole discretion select the Borrowing or Borrowings to be applied as directed by the Borrower Representativerepaid, and each such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Commitment Percentages Pro Rata Shares or other applicable share provided for under this Agreement. (ii) The Borrowers may, subject to Section 2.05(a)(iii) below, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof, or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, subject to Section 2.05(a)(iii), such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, subject to the payment of any amounts owing pursuant to Section 3.10, the Borrowers may rescind (or delay the date of prepayment identified in) any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all or a portion of the applicable Facility or was otherwise contingent upon the occurrence of any other event or satisfaction of any other condition, which refinancing or other event shall not be consummated or shall otherwise be delayed or which condition shall not have been (or in the good faith judgment of the Borrowers is not likely to be) satisfied. (iv) Voluntary prepayments of any Class of Term Loans permitted pursuant to Section 2.05(a)(i) shall be applied in a manner determined at the discretion of the Borrowers and specified in the notice of prepayment. (v) Notwithstanding anything in any Loan Document to the contrary, so long as (x) no Event of Default has occurred and is continuing and (y) only to the extent funded as a discount, no proceeds of Revolving Credit Loans are applied to fund any purchase or prepayment under subclause (ii) of this clause (v), any Borrower Party (or, in the case of a direct prepayment, the relevant Borrower) may (i) purchase outstanding Term Loans on a non-pro rata basis through open market purchases (pursuant to Section 10.07(k)) or (ii) prepay the outstanding Term Loans (which Term Loans shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such purchase or prepayment), which in the case of clause (ii) only shall be prepaid without premium or penalty on the following basis: (A) Any Borrower Party shall have the right to make a voluntary prepayment of Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(v) and without premium or penalty. (1) Any Borrower Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five Business Days’ notice (or such shorter period as agreed by the Auction Agent) in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the applicable Borrower Party, to (x) each Term Lender or (y) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable Class, the Class or Classes of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(v)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof, and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (the “Specified Discount Prepayment Response Date”). (1) Each Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Term Loans at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the Classes of such Lender’s Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment. (2) If there is at least one Discount Prepayment Accepting Lender, the relevant Borrower Party will make a prepayment of outstanding Term Loans pursuant to this paragraph (B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and Classes of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to Section 2.05(a)(v)(B)(2); provided that if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three Business Days following the Specified Discount Prepayment Response Date, notify (I) the relevant Borrower Party of the respective Term Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the Classes of Term Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, Class and Type of Term Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the applicable Borrower Party and such Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the applicable Borrower Party shall be due and payable by such Borrower Party on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to Section 2.05(a)(v)(J)). (1) Any Borrower Party may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five Business Days’ notice (or such shorter period as agreed by the Auction Agent) in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of such Borrower Party, to (x) each Term Lender or (y) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Tranche(sTerm Loans (the “Discount Range Prepayment Amount”), the Class or Classes of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Term Loans with respect to each relevant Class of Term Loans willing to be prepaid by such Borrower Party (it being understood that different Discount Ranges or Discount Range Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(v)(C)), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof, and (IV) unless rescinded, each such solicitation by the applicable Borrower Party shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (the “Discount Range Prepayment Response Date”). Each Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable Class or Classes and the maximum aggregate principal amount and Classes of such Lender’s Term Loans (the “Submitted Amount”) such Term Lender is willing to have prepaid at the Submitted Discount. Any Term Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range. (1) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this subsection (C). The relevant Borrower Party agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by the Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Term Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Term Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to Section 2.05(a)(v)(C)(3)) at the Applicable Discount (each such Term Lender, a “Discount Prepayment Participating Lender”). (2) If there is at least one Discount Prepayment Participating Lender, the relevant Borrower Party will prepay the respective outstanding Term Loans of each Discount Prepayment Participating Lender in the aggregate principal amount and of the Classes specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Discount Prepayment Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the relevant Term Loans for those Discount Prepayment Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Discount Prepayment Participating Lenders”) shall be made pro rata among the Identified Discount Prepayment Participating Lenders in accordance with the Submitted Amount of each such Identified Discount Prepayment Participating Lender and the Auction Agent (in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Discount Range Proration”). The Auction Agent shall promptly, and in any case within five Business Days following the Discount Range Prepayment Response Date, notify (I) the relevant Borrower Party of the respective Term Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, the aggregate principal amount of the Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, the Applicable Discount and th

Optional. Subject to Section 5.4., the Borrowers The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Loan Term Loans and Revolving Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give penalty subject to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent written notice Agent, (i) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (i1) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (ii) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any prepayment of LIBOR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and Loans; (A) any prepayment of Base Eurodollar Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof 1,000,000 (or, in each case, if less, the entire principal amount thereof then outstanding); and (B) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any a Notice of Loan Prepayment delivered by the Borrower may state that such notice of prepayment may be is conditioned upon the consummation effectiveness of other credit facilities or capital raising or the occurrence of a Change of Control or the occurrence of any financing or acquisition or similar transaction andother transaction, in which case such notice may be revoked by the Borrower (by notice to the extent Administrative Agent on or prior to the specified effective date) if such condition is not satisfied by satisfied, and upon such revocation according to the effective date foregoing terms the Borrower shall not be required to make the prepayment specified therein, such notice in the Notice of prepayment may be revoked or the effective date specified therein may be delayedLoan Prepayment. Any prepayment of a LIBOR Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.9.(a2.03(a) shall be applied to the principal repayment of installments thereof in such order as directed by the Borrower Representativemay direct. Subject to Section 2.12, and each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s)Facilities.

Optional. (i) Subject to the last sentence of this Section 5.4.2.05(a)(i), the Borrowers may, upon notice pursuant to delivery to the Administrative AgentAgent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Loan Term Loans and Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form received by the Administrative Agent not later than 11:00 a.m. (or such later time on such date acceptable to the Administrative Agent) by 11:00 a.m. New York City time (i1) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurocurrency Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the Borrower RepresentativeLead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon on the consummation occurrence of a specified event, the proceeds of which are intended to be utilized to make such prepayment, and any financing such notice that is so conditioned may be revoked (or acquisition or similar transaction and, the prepayment date delayed) to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayedsatisfied. Any prepayment of a LIBOR Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.07. Each prepayment of the outstanding Term Loans pursuant to this Section 2.9.(a2.05(a) shall be applied to the Term Facility and any Incremental Tranche, as the Borrowers may elect and, within such tranche, in direct order of maturity to the principal repayment installments thereof, (unless otherwise directed by the Borrower RepresentativeLead Borrower), and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(sFacilities. (ii) The Borrowers may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (or such later time on such date acceptable to the Swing Line Lender) on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned on the occurrence of a specified event, the proceeds of which are intended to be utilized to make such prepayment, and any such notice that is so conditioned may be revoked (or the prepayment date delayed) to the extent such condition is not satisfied.

Optional. Subject to Section 5.4., the Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Committed Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (i) such notice must be in a form acceptable to the Administrative Agent) Agent and be received by the Administrative Agent not later than 11:00 a.m. New York City time (iA) at least three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment in the case of any LIBOR Loan and Base Rate Committed Loans, (ii) on the Business Day of the prepayment, in the case of any Base Rate Loan. Any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Committed Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans; provided, however, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, 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 condition is not satisfied. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.4. Each prepayment of the outstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by the Borrower Representative, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s)3.05.

Optional. (i) Subject to the last sentence of this Section 5.4.2.05(a)(i), the Borrowers may, upon notice pursuant to delivery to the Administrative AgentAgent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Loan Term Loans and Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form received by the Administrative Agent not later than 11:00 a.m. (or such later time on such date acceptable to the Administrative Agent) by 11:00 a.m. New York City time (i1) at least three (3) two Business Days prior to the any date of prepayment of Term SOFR Loans denominated in the case Dollars, (2) three Business Days prior to any date of prepayment of any LIBOR Loan Alternative Currency Loan, and (ii3) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Term SOFR Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof thereof; (C) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof; and (D) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, the currency and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Alternative Currency Term Rate Loans or Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the Borrower RepresentativeLead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon on the consummation occurrence of a specified event, the proceeds of which are intended to be utilized to make such prepayment, and any financing such notice that is so conditioned may be revoked (or acquisition or similar transaction and, the prepayment date delayed) to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayedsatisfied. Any prepayment of a LIBOR Term SOFR Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.07. Each prepayment of the outstanding Term Loans pursuant to this Section 2.9.(a2.05(a) shall be applied to the Term Facility and any Incremental Tranche, as the Borrowers may elect and, within such tranche, in direct order of maturity to the principal repayment installments thereof, (unless otherwise directed by the Borrower RepresentativeLead Borrower), and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(sFacilities. (ii) The Borrowers may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (or such later time on such date acceptable to the Swing Line Lender) on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned on the occurrence of a specified event, the proceeds of which are intended to be utilized to make such prepayment, and any such notice that is so conditioned may be revoked (or the prepayment date delayed) to the extent such condition is not satisfied.

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative AgentAgent in the form of a Prepayment Notice, at any time or from time to time, voluntarily prepay any Loan the Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give , subject to clause (D) below; provided that: (A) such Prepayment Notice must be received by the Administrative Agent written notice (such notice must be in a form acceptable to the Administrative Agent1) by 11:00 a.m. New York City time (i) at least not later than 1:00 p.m. three (3) Business Days prior to the any date of prepayment in the case of Eurodollar Rate Loans, (2) not later than 1:00 p.m. one Business Day prior to any LIBOR Loan date of prepayment of Base Rate Loans and (ii3) on the not later than 1:00 p.m. one Business Day prior to any date of the prepayment, in the case of any Base Rate Loan. Any prepayment of LIBOR Swing Line Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof and or, if less, the entire principal amount thereof then outstanding; (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (D) any prepayment of Initial Term Loans made on or prior to the date that is twelve months after the Closing Date shall be accompanied by the payment of the fee described in Section 2.11(g), if applicable. Each such notice Prepayment Notice shall specify the date and amount of such prepayment and the Type(sClass(es) and Tranche(sType(s) of Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche). If such notice is given by the Borrower Representative, the Borrowers shall make such prepayment and the payment amount specified in such notice each Prepayment Notice shall be due and payable on the date specified therein. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of a Prepayment Notice and of the amount of such Lender’s Pro Rata Share of such prepayment; provided that provided, “non-consenting” Lenders may be repaid on a non-pro rata basis in connection with an Extension Offer or a Refinancing Amendment. Any prepayment of Loans shall be subject to Section 2.07(c). Revolving Loans, Incremental Revolving Loans and Swing Line Loans prepaid pursuant to this subsection (a) may be reborrowed, subject to the terms and conditions of this Agreement. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind, in whole or in part, any notice of prepayment may under Section 2.07(a)(i), if such prepayment would have resulted from a refinancing of all or a portion of the applicable Facility which refinancing shall not be conditioned upon consummated or shall otherwise be delayed. (iii) Voluntary prepayments of Term Loans permitted hereunder shall be applied in a manner determined at the consummation discretion of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by Borrower and specified in the effective date specified therein, such notice of prepayment (and absent such direction, in direct order of maturity). (iv) Notwithstanding anything in any Loan Document to the contrary (including Section 2.15), (A) the Borrower may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.4. Each prepayment of prepay the outstanding Term Loans pursuant to this Section 2.9.(aof any Lender on a non-pro rata basis at or below par with the consent of only such Lender and (B) shall be applied as directed by the Borrower Representative, and each such prepayment shall be paid to the Lenders may prepay Term Loans of one or more Classes below par on a non-pro rata basis in accordance with their respective Applicable Commitment Percentages the auction procedures set forth on Exhibit K; provided that, in respect each case, no Event of each Default has occurred and is continuing or would result therefrom and if the proceeds of any Revolving Loans are used to finance such prepayment, immediately after giving effect to such prepayment and on a Pro Forma Basis for such prepayment, the Borrower’s Liquidity equals or exceeds an amount equal to 33% of the relevant Tranche(s)Revolving Commitments (whether or not drawn) as of the date of determination.

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (i1) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment for each Class of Loans to be prepaid and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of a prepayment to be made in connection with any refinancing of all of the Facilities with the proceeds of such refinancing or of any incurrence of Indebtedness, may be conditioned be, if expressly so stated to be, contingent upon the consummation of any financing such refinancing or acquisition or similar transaction and, to incurrence (provided further that the extent failure of such condition is contingency shall not satisfied by relieve the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayedBorrower from its obligations in respect thereof under Section 3.05). Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Tranche A Term Loans pursuant to this Section 2.9.(a2.05(a) shall be applied at the direction of the Borrower or, if not so directed, to the remaining principal repayment installments thereof in direct order of maturity. Each prepayment of any other Class of Term Loans pursuant to this Section 2.05(a) shall be applied as directed by set forth in the Borrower Representative, and each such applicable Additional Credit Extension Amendment. The prepayment of Revolving Credit Loans shall be made on a pro rata basis across all Classes of Revolving Credit Loans (except to the extent that any applicable Additional Credit Extension Amendment provides that the Class of Revolving Credit Loans established thereunder shall be entitled to less than pro rata treatment). Each prepayment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Commitment Percentages (except as permitted under Section 2.16) in respect of the Class of Loans designated to be prepaid by the Borrower; provided that such prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 3.05. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the relevant Tranche(s)prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice penalty (except as provided in clause (iv) below); provided that (i) such notice must be in a form acceptable to the Administrative Agent) Agent and be received by the Administrative Agent not later than 11:00 a.m. New York City time (iA) at least three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans, (B) on the date of prepayment in the case of Base Rate Loans, (C) five Business Days prior to any LIBOR Loan and date of prepayment of Fixed Rate Loans; (ii) on the Business Day of the prepayment, in the case of any Base Rate Loan. Any prepayment of LIBOR Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Facility, Type(s) and Tranche(s) and, if applicable, Tranche, of Loans to be prepaid and, if LIBOR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the Aggregate Revolving Credit Commitment or Aggregate Term Loan Commitment with respect to the relevant Tranche, as applicable). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment Any Additional Term Loan Prepayment of the outstanding Loans pursuant to this Section 2.9.(a) a Fixed Rate Loan shall be applied as directed accompanied by all accrued interest on the Borrower Representativeamount prepaid (including the capitalization of any interest to be paid-in-kind) to the extent that such interest is permitted to be paid under Section 11.01. Subject to Section 2.16, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s)Facilities and Tranches. (ii) [Reserved.] (iii) Except as set forth in clause (d) of Section 11.01 and notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Term Loan Facility (pursuant to Section 2.05(a)(i) or otherwise) until the occurrence of the Revolving Credit Facility Termination Date, provided that the Administrative Agent, in its sole discretion, may permit a prepayment in full of the Term Loan Facility on the Revolving Credit Facility Termination Date, provided further that the Administrative Agent will not release funds paid with respect to the Term Loan Facility to any Term Loan Lender until the Administrative Agent has deemed, in its reasonable discretion, that the Revolving Credit Facility Termination Date has occurred.

Optional. (i) Subject to the last sentence of this Section 5.4.2.04(a)(i), the Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to received by the Administrative AgentAgent not later than 12:00 noon (1) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Eurodollar Rate Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TranchePercentage). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of prepayment may be conditioned contingent upon the consummation of any financing a refinancing, acquisition, merger or acquisition disposition transaction and if such refinancing, acquisition, merger or similar transaction and, to the extent such condition disposition is not satisfied by consummated on the effective date of repayment specified thereinin such notice, such notice may be rescinded, or the date of prepayment may be revoked or the effective date specified therein may be delayedextended, upon further notice from the Borrower to the Administrative Agent. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.4. Each prepayment of the outstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by the Borrower Representative, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s)3.05.

Optional. Subject to Section 5.4., the Borrowers (i) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time, voluntarily prepay any Loan the Term Loans and Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to received by the Administrative AgentAgent not later than 11:00 a.m. (1) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to the any date of prepayment of Eurocurrency Rate Loans denominated in the case Dollars, (2) four Business Days prior to any date of any LIBOR Loan prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (ii3) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Committed Loans; (B) any prepayment of LIBOR Eurocurrency Rate Committed Loans shall be in a minimum principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof thereof; and (C) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Tranche(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion 's Pro Rata Share of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the Borrower RepresentativeCompany, the Borrowers applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 5.43.07. Each prepayment of the outstanding Loans pursuant to this Section 2.9.(a2.06(a) shall be applied among the Facilities in such amounts as directed by the Borrower RepresentativeCompany may direct in its sole discretion, and each provided that any such prepayment of the Term Loans shall be applied against the then remaining scheduled amortization payments under the Term Loans in order of their maturities. Each prepayment in respect of a particular Facility shall be paid to the Appropriate Lenders in accordance with their respective Applicable Commitment Percentages in respect of each Pro Rata Shares. (ii) No Bid Loan may be prepaid without the prior consent of the relevant Tranche(sapplicable Bid Loan Lender; provided that in connection with the repayment in full or refinancing of all of the Facilities, if any Bid Loan is outstanding at such time, the Company shall be permitted to deposit with the Administrative Agent cash or deposit account balances (or a letter of credit) pursuant to documentation reasonably satisfactory to such Bid Loan Lender in an amount equal to the sum of the outstanding principal amount of such Bid Loan and the remaining interest payments on such Bid Loan. (iii) The Company may, upon notice to the Swing Line Lenders (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lenders and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, (B) any such prepayment shall be in a minimum principal amount of the lesser of $100,000 and the total principal amount of the Swing Line Loans then outstanding and (C) any such prepayment shall be applied ratably to the outstanding Swing Line Loans held by the respective Swing Line Lenders. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Company may rescind any notice of prepayment under Section 2.06(a)(i) or 2.06(a)(iii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. Subject (i) The Borrower may, upon notice from the Borrower to Section 5.4the Administrative Agent, at any time or from time to time, voluntarily prepay the Term Loans of any Class, Repatriation Bridge Loans of any Class and/or Revolving Credit Loans of any Class in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Term SOFR Loans denominated in Dollars, (2) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to any date of prepayment of Eurocurrency Rate Loans denominated in an Alternate Currency and (3) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurocurrency Rate Loans or Term SOFR Loans, as applicable, shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (C) any prepayment of Base Rate Loans 89 (ii) [Reserved]., the Borrowers (iii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay any Loan Swing Line Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to received by the Swing Line Lender and the Administrative Agent) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to the prepayment in the case of any LIBOR Loan and (ii) Agent not later than 2:00 p.m. on the Business Day date of the prepayment, in the case of (B) any Base Rate Loan. Any such prepayment of LIBOR Loans shall be in a minimum principal amount of $5,000,000 or a whole multiple the lesser of $1,000,000 in excess thereof 100,000 and any prepayment of Base Rate Loans shall be in a the total principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof Swing Line Loans then outstandingoutstanding and (C) any such prepayment shall be applied to the outstanding Swing Line Loans held by the Swing Line Lender. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that . (iv) Notwithstanding anything to the contrary contained in this Agreement, any notice of prepayment under Section 2.06(a)(i) or 2.06(a)(iii) may be conditioned upon the consummation effectiveness of any financing or acquisition or similar transaction andother transactions, in which case such notice may be revoked by the Borrower (by notice to the extent Administrative Agent on or prior to the specified effective date) if such condition is not satisfied by satisfied. (v) [Reserved]. (vi) In the effective event that, prior to the date specified thereinthat is six (6) months after the Amendment No. 7 Effective Date, such notice the Borrower (x) prepays, repays, refinances, substitutes or replaces any Initial Term Loans in connection with a Repricing Event (including, for the avoidance of doubt, any prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required made pursuant to Section 5.4. Each prepayment of the outstanding Loans pursuant to 2.06(b)(ii) that constitutes a Repricing Event) or (y) effects any amendment, modification or waiver of, or consent under, this Section 2.9.(a) shall be applied as directed by Agreement resulting in a Repricing Event, the Borrower Representative, and each such prepayment shall be paid pay to the Lenders in accordance with their respective Applicable Commitment Percentages in respect Administrative Agent for the ratable account of each of the relevant Tranche(sapplicable Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Initial Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Initial Term Loans that are the subject of such Repricing Event outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Event; provided, however, that for the avoidance of doubt, in the case of the exercise by the Borrower of its rights under Section 11.01(f) in connection with a Repricing Event effected through an amendment, the prepayment premium described in the immediately preceding clause (I) shall be payable to any Lender replaced or repaid pursuant to Section 11.01(f) (and not any Person who replaces such Lender) in respect of the Initial Term Loans assigned pursuant to Section 11.01(f) immediately prior to such Repricing Event. 90 (vii) In the event that, prior to the date that is six (6) months after the Amendment No. 58 Effective Date, the Borrower (x) prepays, repays, refinances, substitutes or replaces any 2022 Incremental Term B-2 Loans in connection with a Repricing Event (including, for the avoidance of doubt, any prepayment made pursuant to Section 2.06(b)(ii) that constitutes a Repricing Event) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Event, the Borrower shall pay to the Administrative Agent for the ratable account of each of the applicable Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the 2022 Incremental Term B-2 Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the 2022 Incremental Term B-2 Loans that are the subject of such Repricing Event outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Event; provided, however, that for the avoidance of doubt, in the case of the exercise by the Borrower of its rights under Section 11.01(f) in connection with a Repricing Event effected through an amendment, the prepayment premium described in the immediately preceding clause (I) shall be payable to any Lender replaced or repaid pursuant to Section 11.01(f) (and not any Person who replaces such Lender) in respect of the 2022 Incremental Term B-2 Loans assigned pursuant to Section 11.01(f) immediately prior to such Repricing Event.

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (i1) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 50,000 or a whole multiple of $1,000,000 10,000 in excess thereof thereof; provided that no prepayment may be made in an amount that would cause the amount of any outstanding Eurodollar Rate Loan to be less than $100,000; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 50,000 or a whole multiple of $100,000 10,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TranchePercentage). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of prepayment may be conditioned upon on the consummation occurrence or non-occurrence of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayedevent. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Loans pursuant Subject to this Section 2.9.(a) shall be applied as directed by the Borrower Representative2.15, and each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Commitment Percentages Percentages. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in respect of each whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the relevant Tranche(s)prepayment, and (B) any such prepayment shall be in a minimum principal amount of $50,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 5.4.2.05(a), the Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Term Loans and Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (i) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (iA) at least three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment in the case of any LIBOR Loan and Base Rate Loans; (ii) on the Business Day of the prepayment, in the case of any Base Rate Loan. Any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.9.(a2.05(a) shall be applied as directed by to the Borrower Representativeprincipal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s)Facilities. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Term Loan Facility pursuant to this Section 2.05(a) during the period from the Closing Date through the date ten Business Days thereafter.

Optional. Subject to Section 5.4., the (i) The Borrowers may, upon written notice to the Administrative AgentApplicable Agent by the Borrower, at any time or from time to time voluntarily prepay any Loan Class or Classes of Term Loans and Revolving Loans of any Class or Classes in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice penalty (except as expressly set forth in Section 2.05(d)); provided that (1) such notice must be in a form acceptable to received by the Administrative Agent) by Applicable Agent not later than 11:00 a.m. New York City time (iA) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurocurrency Rate Loans and (iiB) on the Business Day requested date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (2) any prepayment of LIBOR Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,000 1,000,000, or a whole multiple of $1,000,000 500,000 in excess thereof and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 100,000, or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(sClass(es) and Tranche(sType(s) of Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Applicable Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the Borrower RepresentativeBorrower, unless rescinded, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Loan (other than prepayments of Base Rate Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 5.4. Each 3.05. (ii) [Reserved]. (iii) Notwithstanding anything to the contrary contained in this Agreement, any notice of prepayment under Section 2.05(a)(i) may be conditional, extendable or revocable if such prepayment is conditioned upon a Refinancing of all or any portion of the outstanding applicable Class or occurrence of another event. (iv) Voluntary prepayments of any Class of Term Loans pursuant to this Section 2.9.(a) permitted hereunder shall be applied as directed by to the remaining scheduled installments of principal thereof pursuant to Section 2.07(a) in a manner determined at the discretion of the Borrower Representativeand specified in the notice of prepayment (and absent such direction, in direct order of maturity). (v) Notwithstanding anything in any Loan Document to the contrary, in addition to the terms set forth in Sections 2.05(a)(i) and each 10.07, so long as no Event of Default has occurred and is continuing, any Company Party may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such prepayment prepayment) (or Holdings or any of its Subsidiaries may purchase such outstanding Loans and contribute such Loans to the Borrower (which shall be paid automatically cancelled)) without premium or penalty on the following basis: (A) Any Company Party shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the Lenders “Discounted Term Loan Prepayment”), in each case made in accordance with their respective Applicable Commitment Percentages this Section 2.05(a)(v) and without premium or penalty. (B) (1) Any Company Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five Business Days’ notice in respect the form of each a Specified Discount Prepayment Notice (or such shorter period as agreed by the Auction Agent); provided that (I) any such offer shall be made available, at the sole discretion of the relevant Tranche(sCompany Party, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(v)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $2,500,000 and whole increments of $500,000 in excess thereof and (IV) unless rescinded, each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (or such later date specified therein) (the “Specified Discount Prepayment Response Date”).

Optional. Subject to Section 5.4.The principal amount of any Base Rate Advance, the Borrowers mayincluding any Swingline Loan, upon notice to the Administrative Agent, prepay any Loan may be prepaid in full or ratably in part at any time time, without premium or penaltypenalty and without regard to the Payment Date for such Advance. The Borrower Representative shall give the Administrative Agent written notice (such notice must principal amount of any LIBOR Advance may be prepaid in a form acceptable to the Administrative Agent) by 11:00 a.m. New York City time (i) at least full or ratably in part, upon three (3) Business Days Days’ prior to the prepayment written notice (in the case of any LIBOR Loan and Advance denominated in Dollars) or upon four (ii4) on the Business Day of the prepaymentDays (or five, in the case of any Base Rate Loan. Any prepayment of Loans denominated in Special Notice Currencies) prior written notice (in the case of any LIBOR Loans shall be Advance denominated in a principal amount of $5,000,000 an Alternative Currency), or a whole multiple of $1,000,000 in excess thereof and any prepayment of Base Rate Loans shall be in a principal amount of $500,000 telephonic notice followed immediately by written notice, to the Administrative Agent, without premium or a whole multiple of $100,000 in excess thereof orpenalty; provided, in each casehowever, if lessthat, to the extent prepaid prior to the applicable Payment Date for such LIBOR Advance, the entire principal amount thereof then outstanding. Each Company or the relevant Subsidiary Borrower shall reimburse the applicable Lenders, on the earlier of demand by the applicable Lender or the Maturity Date, for any loss or out-of-pocket expense incurred by any such Lender in connection with such prepayment, as set forth in Section 2.9 hereof; and provided further, however, that (i) the Company’s or any relevant Subsidiary Borrower’s failure to confirm any telephonic notice with a written notice shall specify not invalidate any notice so given if acted upon by the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche). If such notice is given by the Borrower Representative, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that ii) any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment given hereunder may be revoked or by the effective date specified therein may be delayedrelevant Borrower at any time. Any prepayment of a LIBOR Loan hereunder shall be accompanied by all in amounts of not less than $2,000,000.00 and in an integral multiple of $1,000,000.00. Amounts prepaid pursuant to this Section 2.6(a), with respect to the Revolving Loans or Swingline Loans, shall be fully revolving and accordingly may be reborrowed, subject to the terms and conditions hereof. Amounts prepaid shall be paid together with accrued interest on the amount so prepaid, together with any additional amounts required pursuant to Section 5.4. Each prepayment of the outstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by the Borrower Representative, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s).

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Term Loans and Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (i1) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of a prepayment to be made in connection with any refinancing of all of the Facilities with the proceeds of such refinancing or of any incurrence of Indebtedness, may be conditioned be, if expressly so stated to be, contingent upon the consummation of any financing such refinancing or acquisition or similar transaction and, to incurrence (provided further that the extent failure of such condition is contingency shall not satisfied by relieve the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayedBorrower from its obligations in respect thereof under Section 3.05). Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.9.(a2.05(a) shall be applied as directed by (x) ratably to the Borrower RepresentativeTerm A Facility and the Term B Facility and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(sFacilities; provided that such prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 3.05. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. Subject to Section 5.4., the Borrowers The Borrower may, upon written notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Committed Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (i) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (iA) at least three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) one Business Day prior to the prepayment in the case date of any LIBOR Loan and prepayment of Base Rate Loans; (ii) on the Business Day of the prepayment, in the case of any Base Rate Loan. Any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided, further, that any such notice may state that such notice is conditioned upon effectiveness of other financing or the occurrence of other events, in which case such notice may be revoked by the Borrower, by notice to the Administrative Agent on or prior to the date specified therein if such condition is not satisfied. Each such notice shall be substantially in the form of Exhibit B hereto and specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Committed Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by the Borrower Representative, and each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s)Percentages.

Optional. Subject to Section 5.4., the Borrowers The Borrower or a Designated Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give ; provided that (i) such notice (including any conditional notice) must be received by the Administrative Agent written notice not later than 12:00 noon Pacific Time (such notice must be in a form acceptable to the Administrative AgentA) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment in the case of any LIBOR Loan and ABR Loans; (ii) on the Business Day of the prepayment, in the case of any Base Rate Loan. Any prepayment of LIBOR Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof thereof; and (iii) any prepayment of Base Rate ABR Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the Borrower Representativeor a Designated Borrower, the Borrowers Borrower or such Designated Borrower, as applicable, shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any a notice of prepayment delivered by the Borrower or a Designated Borrower may be state that such notice is conditioned upon the consummation effectiveness of other credit facilities, any financing other Capital Market Transaction or acquisition any other transaction, in which case such notice may be revoked by the Borrower or similar transaction and, such Designated Borrower (by notice to the extent Administrative Agent on or prior to the specified effective date) if such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.4. Each prepayment of the outstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by the Borrower Representative, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s)satisfied.

Optional. (i) Subject to the last sentence of this Section 5.4.2.05(a)(i), the Borrowers may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Loan Term Loans and Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to the Administrative AgentAgent and be received by the Administrative Agent not later than 8:00 a.m. (1) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the Borrower RepresentativeBorrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that notwithstanding anything to the contrary contained in this Agreement, Holdings may rescind any notice of prepayment may under this Section 2.05 if such prepayment is conditioned on the occurrence of an event, which event shall not be conditioned upon the consummation of any financing consummated or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may shall otherwise be delayed. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.9.(a2.05(a) shall be applied as directed by to the Borrower RepresentativeTerm A Facility and to the principal repayment installments thereof first, to the next four (4) principal repayment installments under the Term A Facility in direct order of maturity, second, to the remaining principal repayment installments under the Term A Facility (other than the final scheduled installment due on the Maturity Date, except in connection with a Qualified IPO) on a pro rata basis, and subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(sFacilities. (ii) The Borrowers may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 10:00 a.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Upon the occurrence of a Repricing Transaction, the Borrowers shall, simultaneously therewith, pay to the Administrative Agent, for the ratable account of each Term A Lender, a premium in an amount equal to (1) in the case of a Repricing Transaction described in clause (i) of such defined term, 1.0% of the aggregate principal amount of the Term A Loans being prepaid, or (2) in the case of a Repricing Transaction described in clause (ii) of such defined term, 1.0% of the aggregate principal balance of the Term A Loans outstanding immediately prior thereto.

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Term Loans and Revolving Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (i1) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurocurrency Rate Loans and RFR Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of Base Rate Loans; and (B) any prepayment of any Base Rate Loan. Any prepayment of LIBOR Loans Loan shall be in a principal amount of $5,000,000 3,000,000 or a whole multiple of $1,000,000 in excess thereof and any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof thereof; or, in each case, if less, the entire principal amount thereof then outstandingoutstanding and (3) Bid Loans may not be voluntarily prepaid at any time without the prior written consent of the Lender or Lenders making such Bid Loans. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Term SOFR Loans or Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment prepayment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Loans pursuant Subject to this Section 2.9.(a) shall be applied as directed by the Borrower Representative2.15, and each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s)Facilities. (ii) [Intentionally Omitted].

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice in the form of a Prepayment Notice delivered to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Term Loans or Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice penalty (such notice must be in a form acceptable to the Administrative Agent) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to the prepayment in the case of any LIBOR Loan and (ii) on the Business Day of the prepaymentother than, in the case of any Eurodollar Rate Loan, any amounts required pursuant to Section 3.05 and, in the case of any Incremental Term Loans, any premium contained in the applicable Joinder Agreement); provided that (A) such notice must be received by the Administrative Agent not later than 12:00 p.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to any date of prepayment of Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (i) the date and amount of such prepayment and (ii) the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any voluntary prepayment of a LIBOR Loan pursuant to this Section 2.05(a)(i) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts if required pursuant to Section 5.43.05. Each such prepayment of the any outstanding Term Loans pursuant to this Section 2.9.(a2.05(a)(i) shall be applied as between Facilities as directed by the Borrower and, within any given Facility, shall be applied as directed by the Borrower Representativeto the installments thereof (or, if no such direction is provided, in direct order of maturity). Subject to Section 2.16, all payments made pursuant to this Section 2.05(a)(i) shall be applied on a pro rata basis to each Lender holding Loans of the applicable Facility being prepaid in accordance with the principal amount of the applicable Term Loans held thereby. (ii) The Borrower may, upon notice in the form of a Swing Line Loan Prepayment Notice delivered to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 p.m. on the date of the prepayment, and each (B) any such prepayment shall be paid to in a minimum principal amount of $500,000 and in integral multiples of $100,000. Each such notice shall specify the Lenders date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in accordance with their respective Applicable Commitment Percentages in respect of each of such notice shall be due and payable on the relevant Tranche(s)date specified therein.

Optional. Subject to Section 5.4., the Borrowers (i) Each Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Loan Committed Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (i) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (iA) at least three (3) Business Days prior to the any date of prepayment of Eurodollar Rate Loans denominated in the case of any LIBOR Loan and Dollars, (iiB) on the four Business Day of the prepaymentDays (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loan. Any Committed Loans; (ii) any prepayment of LIBOR Eurodollar Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Alternative Currency Equivalent of $1,000,000 or a whole multiple of the Alternative Currency Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Committed Loans to be prepaid and, if LIBOR Eurodollar Rate Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the Borrower RepresentativeCompany, the Borrowers applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of prepayment may be conditioned upon conditional on the consummation effectiveness of any financing a replacement credit agreement (or acquisition other similar document) or similar transaction and, the receipt of proceeds of the issuance of Indebtedness or some other identifiable event or condition and may be revoked by the Company (by written notice to the extent Administrative Agent at least one (1) Business Day prior to the specified effective date) if such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayedsatisfied. Any prepayment of a LIBOR Eurodollar Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.9.(a) clause shall be applied as directed by to the Borrower Representative, and each principal repayment installments thereof in inverse order of maturity. Each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Commitment Percentages Percentages. (ii) The Company may, upon notice to the applicable Swing Line Lender pursuant to delivery to such Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in respect whole or in part without premium or penalty; provided that (i) such notice must be received by such Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (Eastern time, in the case of each U.S. Swing Line Loans, or London time, in the case of Global Swing Line Loans) on the date of the relevant Tranche(sprepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 (or, as applicable, the Alternative Currency Equivalent thereof). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. Subject to Section 5.4., the (i) The Co-Borrowers may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Loan Committed Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided, that (A) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (i1) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any prepayment of LIBOR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and Committed Loans; (B) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000.00 or a whole multiple of $100,000 1,000,000.00 in excess thereof; and (C) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000.00 or a whole multiple of $100,000.00 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Committed Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the Borrower RepresentativeCo-Borrowers, the Co-Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Loans pursuant Subject to this Section 2.9.(a) shall be applied as directed by the Borrower Representative2.17, and each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Commitment Percentages Percentages. (ii) The Co-Borrowers may, upon notice to the Swing Line Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in respect of each whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the relevant Tranche(s)prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000.00. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Co-Borrowers, the Co-Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. Subject to Section 5.4., the Borrowers (i) The Company may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Term Loans and Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (iI) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (iiII) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Loans are in the case of a prepayment of Term Loans, the amount of such prepayment to be prepaid, the Interest Period(s) of such Loansapplied to each Term Facility. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the Borrower RepresentativeCompany, the Borrowers Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Loans pursuant to this Section 2.9.(a2.04(i) shall be applied as directed (x) to the Facility or Facilities specified by the Borrower RepresentativeCompany in the related notice of prepayment and (y) within each Facility or Facilities to be prepaid, to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s).Facilities;

Optional. Subject to Section 5.4., the Borrowers Each Borrower may, upon notice from the Parent Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent) Agent and be received by the Administrative Agent not later than 11:00 a.m. New York City time (iA) at least three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment in the case of any LIBOR Loan and Base Rate Loans; (ii) on the Business Day of the prepayment, in the case of any Base Rate Loan. Any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the Borrower RepresentativeParent Borrower, the Borrowers applicable Borrower shall make such prepayment and the payment prepayment amount specified in such notice shall be due and payable on the date specified therein; provided , provided, however, that notwithstanding anything to the contrary contained herein, any such prepayment notice of prepayment may be conditioned upon the consummation effectiveness of other credit facilities or the closing of one or more securities offerings or other transactions; provided, further, that, the Parent Borrower must affirmatively rescind any financing or acquisition or similar transaction and, such prepayment notice by a subsequent written notice to the extent such Administrative Agent, if the condition is not in an original prepayment notice shall fail to be satisfied by the proposed effective date specified thereinof such prepayment, and upon the Administrative Agent’s receipt of such notice rescinding notice, shall have no obligation to make any prepayment in respect of such earlier prepayment may be revoked or the effective date specified therein may be delayednotice. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.4. Each prepayment of the outstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by the Borrower Representative, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s)3.05.

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans or Term Loans, in each case, of any Loan Class, in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to received by the Administrative AgentAgent not later than 11:00 a.m. (1) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurocurrency Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 250,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(sClass(es) and Tranche(sType(s) of Loans to be prepaid and, if LIBOR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Lender and Term Lender, as applicable, of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Trancheapplicable Facility). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon (i) the effectiveness of another credit facility or the closing of a securities offering or (ii) a Change of Control, in which case such notice may be conditioned upon revoked by the consummation of any financing or acquisition or similar transaction and, Borrower (by notice to the extent Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied by (provided, further, that the effective date specified therein, failure of such notice of prepayment may be revoked or contingency shall not relieve the effective date specified therein may be delayedBorrower from its obligations in respect thereof under Section 3.05). Any prepayment of a LIBOR Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.4. Each prepayment 3.05. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the outstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by the Borrower Representativeprepayment, and each (B) any such prepayment shall be paid in a minimum principal amount of $250,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon (i) the effectiveness of another credit facility or the closing of a securities offering or (ii) a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Lenders in accordance with their respective Applicable Commitment Percentages Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied (provided, further, that the failure of such contingency shall not relieve the Borrower from its obligations in respect of each of the relevant Tranche(sthereof under Section 3.05).

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Loan Revolving Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give penalty subject to Section 3.05; provided, that, unless otherwise agreed by the Administrative Agent written notice Agent, (A) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (i1) at least three (3) Business Days (or one (1) Business Day to the extent no Loan Notice requesting a conversion or continuation of any Loan has been submitted in the three (3) Business Day period prior to the date such notice is submitted) prior to any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans, and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Revolving Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Revolving Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TranchePercentage). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any provided, that, notwithstanding the foregoing, during the term of this Agreement, the Borrower may revoke up to three (3) Notices of Loan Prepayment by providing written notice of such revocation to the Administrative Agent on or prior to the date of prepayment may be conditioned upon the consummation specified in such Notices of any financing or acquisition or similar transaction Loan Prepayment (and, to in connection with any such revocation, the extent such condition is not satisfied Borrower shall make any payments required by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayedSection 3.05). Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Loans pursuant Subject to this Section 2.9.(a) shall be applied as directed by the Borrower Representative2.15, and each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages Percentages. (ii) The Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in respect of each whole or in part without premium or penalty; provided, that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the relevant Tranche(sprepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Optional. Subject to Section 5.4., the Borrowers The Borrower may, upon written notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Committed Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (i) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (iA) at least three (3) Business Days prior to any date of prepayment of SOFR Rate Loans and (B) one Business Day prior to the prepayment in the case date of any LIBOR Loan and prepayment of Base Rate Loans; (ii) on the Business Day of the prepayment, in the case of any Base Rate Loan. Any prepayment of LIBOR SOFR Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided, further, that any such notice may state that such notice is conditioned upon effectiveness of other financing or the occurrence of other events, in which case such notice may be revoked by the Borrower, by notice to the Administrative Agent on or prior to the date specified therein if such condition is not satisfied. Each such notice shall be substantially in the form of Exhibit B hereto and specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Committed Loans to be prepaid and, if LIBOR SOFR Rate Loans are to be prepaid, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR SOFR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by the Borrower Representative, and each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s)Percentages.

Optional. Subject to Section 5.4., the Borrowers The Borrower may, upon notice to the Administrative Agent (which notice, in the case of a termination of the full amount of any Facility and prepayment of all Loans thereunder in connection therewith, may state that it is conditioned on the Borrower receiving proceeds of other financing, in which case such notice may be revoked by the Borrower (by providing notice to the Administrative Agent) if such financing is not received by the Borrower on or prior to the proposed termination date of the applicable Facility and prepayment of all Loans thereunder in connection therewith), at any time or from time to time voluntarily prepay any Loan Term Loans and Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form reasonably acceptable to the Administrative AgentAgent and received by the Administrative Agent not later than 11:00 a.m. (1) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Term SOFR Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Daily SOFR Loans or Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Term SOFR Loans shall be in a principal amount of $5,000,000 3,000,000 or a whole multiple of $1,000,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 300,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Term SOFR Loans are to be prepaid, the Interest Period(s) of such LoansLoans and each Facility to which such prepayment shall apply (and if multiple Facilities are specified, the allocation among such Facilities); provided that any prepayment made during the continuance of an Event of Default shall be allocated among the Facilities on a pro rata basis. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Loans pursuant Subject to this Section 2.9.(a) shall be applied as directed by the Borrower Representative2.19, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s)Facilities.

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon upon, subject to clause (iii) below, written notice to the Administrative AgentAgent by the Borrower pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Loan Term Loans and Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice penalty (subject to Section 2.05(a)(iv); provided that (1) such notice must be in a form acceptable to received by the Administrative Agent) by 11:00 a.m. Agent not later than 12:00 noon New York City time (iA) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Term Benchmark Loans or Alternative Currency Daily Rate Loans and (iiB) on the one (1) Business Day prior to any prepayment of the prepayment, in the case of any Base Rate Loan. Any Loans or Daily SOFR Loans; (2) any prepayment of LIBOR Term Benchmark Loans or Alternative Currency Daily Rate Loans shall be in a principal amount minimum Principal Amount of $5,000,000 5,000,000, or a whole multiple of $1,000,000 in excess thereof thereof; and (3) any prepayment of Base Rate Loans or Daily SOFR Loans shall be in a principal minimum Principal Amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term Benchmark Loan shall be accompanied by all accrued interest thereon to such date, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings and, subject to the pro rata application within any Class of Loans, any Class to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement. (ii) The Company may, upon, subject to clause (iii) below, written notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the date of the prepayment, and (2) any such prepayment shall be in a minimum Principal Amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the Borrower RepresentativeCompany, the Borrowers Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that . (iii) Notwithstanding anything to the contrary contained in this Agreement, subject to the payment of any amounts owing pursuant to Section 3.05, the Borrower may rescind any notice of prepayment may under Sections 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all or a portion of the applicable Facility, which refinancing shall not be conditioned upon the consummation of any financing consummated or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may shall otherwise be delayed. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.4. Each prepayment of the outstanding any Class of Term Loans pursuant to this Section 2.9.(a2.05(a) shall be applied in an order of priority to repayments thereof required pursuant to Section 2.07(a) as directed by the Borrower Representativeand, and each absent such prepayment direction, shall be paid applied in direct order of maturity to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(srepayments thereof required pursuant to Section 2.07(a).

Optional. (i) Subject to the last sentence of this Section 5.4.2.05(a)(i), the Borrowers Borrower may, upon written notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Term Loans and Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (i1) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each Subject to Section 2.15, each prepayment of the outstanding Term Loans pursuant to this Section 2.9.(a2.05(a) shall be applied as to the principal repayment installments thereof in the manner directed by the Borrower Representativein the prepayment notice, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s)Facilities.

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Term Loans and Revolving Credit Loans in full whole or in part at any time and, subject to Section 2.05(d), without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to received by the Administrative AgentAgent not later than 1:00 p.m. (1) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.9.(a2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower RepresentativeBorrower, and subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(sFacilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or Section 2.05(a)(ii) if such prepayment would have resulted from a refinancing (or payment in full) of the Facilities, which refinancing (or other payment) shall not be consummated or otherwise shall be delayed.

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Loan Revolving Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give ; provided that, unless otherwise agreed by the Administrative Agent written notice Agent, (A) such notice must be in a form acceptable to received by the Administrative AgentAgent not later than 9:00 a.m. (1) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Revolving Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Revolving Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TranchePercentage). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of prepayment may be state that it is conditioned upon the effectiveness of other credit facilities, the consummation of any financing a particular Disposition or acquisition or similar transaction andthe occurrence of a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the extent Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayedsatisfied. Any prepayment of a LIBOR Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Loans pursuant Subject to this Section 2.9.(a) shall be applied as directed by the Borrower Representative2.15, and each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages Percentages. (ii) The Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in respect of each whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 11:00 a.m. on the date of the relevant Tranche(sprepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Optional. Subject to Section 5.4., the (i) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (1) such notice must be in a form acceptable to received by the Administrative Agent) by 11:00 a.m. Agent not later than 12:00 noon (New York, New York City time time) (iA) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurocurrency Rate Loans and (iiB) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (2) any partial prepayment of LIBOR Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) Type of Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche). If such notice is given by the Borrower Representative, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice . The Administrative Agent shall promptly notify each Lender holding Loans to be prepaid of prepayment may be conditioned upon its receipt of each such notice, and of the consummation amount of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, Lender’s Pro Rata Share of such notice of prepayment may be revoked or the effective date specified therein may be delayedprepayment. Any prepayment of a LIBOR Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Loans pursuant to this Section 2.9.(a2.05(a) shall be applied as directed by the Borrower Representative, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each Pro Rata Shares of the relevant Tranche(sLoans to be prepaid. At the election of the Borrowers in connection with any prepayment to this Section 2.05(a)(i), such prepayment shall not be applied to any Loan of a Defaulting Lender. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a)(i) if such prepayment would have resulted from a refinancing of all of the Loans, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Committed Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (i) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (iA) at least three (3) two Business Days prior to any date of prepayment of Term SOFR Loans and (B) on the date of prepayment in the case of any LIBOR Loan and Base Rate Committed Loans; (ii) on the Business Day of the prepayment, in the case of any Base Rate Loan. Any prepayment of LIBOR Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Committed Loans to be prepaid and, if LIBOR Term SOFR Loans are to be prepaidrepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Loans pursuant to this Except as set forth in Section 2.9.(a) shall be applied as directed by the Borrower Representative2.15, and each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Commitment Percentages Percentages. (ii) At any time during which an Autoborrow Agreement is not in respect of each effect, the Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that unless otherwise agreed by the Swing Line Lender (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the relevant Tranche(s)prepayment, and (ii) any such prepayment shall be in a minimum principal amount equal to the lesser of $100,000 and the outstanding principal amount of all Swing Line Loans as of such date. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. Subject to Section 5.4., the Borrowers (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loan Term Loans and Revolving Credit Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (A) such notice must be in a form acceptable to received by the Administrative AgentAgent not later than 12:00 p.m. (1) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the Borrower RepresentativeBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.9.(a2.05(a) shall be applied as directed by the Borrower Representativeto the principal repayment installments thereof, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(sFacilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. Subject to Section 5.4., the Borrowers (i) Each Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Loan Committed Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give the Administrative Agent written notice ; provided that (i) such notice must be in a form acceptable to received by the Administrative Agent) by Agent not later than 11:00 a.m. New York City time (iA) at least three (3) Business Days prior to the any date of prepayment of Term SOFR Loans denominated in the case of any LIBOR Loan and Dollars, (iiB) on the four Business Day of the prepaymentDays (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loan. Any Committed Loans; (ii) any prepayment of LIBOR Term SOFR Loans denominated in Dollars shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Alternative Currency Equivalent of $1,000,000 or a whole multiple of the Alternative Currency Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Committed Loans to be prepaid and, if LIBOR Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)prepayment. If such notice is given by the Borrower RepresentativeCompany, the Borrowers applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of prepayment may be conditioned upon conditional on the consummation effectiveness of any financing a replacement credit agreement (or acquisition other similar document) or similar transaction and, the receipt of proceeds of the issuance of Indebtedness or some other identifiable event or condition and may be revoked by the Company (by written notice to the extent Administrative Agent at least one (1) Business Day prior to the specified effective date) if such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayedsatisfied. Any prepayment of a LIBOR Term SOFR Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.9.(a) clause shall be applied as directed by to the Borrower Representative, and each principal repayment installments thereof in inverse order of maturity. Each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Commitment Percentages Percentages. (ii) The Company may, upon notice to the applicable Swing Line Lender pursuant to delivery to such Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in respect whole or in part without premium or penalty; provided that (i) such notice must be received by such Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (Eastern time, in the case of each U.S. Swing Line Loans, or London time, in the case of Global Swing Line Loans) on the date of the relevant Tranche(sprepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 (or, as applicable, the Alternative Currency Equivalent thereof). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. Subject (i) Prior to Section 5.4.the Escrow Release Date, if the Borrowers may, upon Borrower provides written notice to the Escrow Agent and the Administrative AgentAgent that it has determined in its sole discretion that any of the conditions set forth in Section 5.2 cannot be satisfied by the Escrow Expiration Date, the Borrower may prepay any Loan the Loans in full or whole in part accordance with the last sentence of Section 2.4. On and after the Escrow Release Date, the Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty. The Borrower Representative shall give penalty (but subject to Section 2.8(a)(ii)), upon irrevocable notice delivered to the Administrative Agent written notice (such notice must be in a form acceptable to the Administrative Agent) by 11:00 a.m. no later than 12:00 Noon, New York City time (i) at least time, three (3) Business Days prior to the prepayment in the case of any LIBOR Loan and (ii) on the Business Day of the prepaymentthereto, in the case of any Base Rate Loan. Any prepayment of LIBOR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof EurodollarTerm Benchmark Loans, and any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orno later than 2:00 p.m., New York City time, one Business Day prior thereto, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Type(s) and Tranche(s) prepayment is of EurodollarTerm Benchmark Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such or ABR Loans. The Upon receipt of any such notice the Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)thereof. If any such notice is given by the Borrower Representativegiven, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that , together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds of such refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be conditioned be, if expressly so stated to be, contingent upon the consummation of any financing such refinancing or acquisition incurrence or similar transaction and, to the extent occurrence of such other identifiable event or condition is not satisfied by the effective date specified therein, such notice of prepayment and may be revoked or by the effective date specified therein may be delayedBorrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Any Each prepayment of a LIBOR Loan Loans under this clause (a) shall be accompanied by all accrued interest and fees on the amount prepaidprepaid to the date fixed for prepayment, together with plus, in the case of any additional EurodollarTerm Benchmark Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts required due to the Lenders as a result thereof pursuant to Section 5.4. Each prepayment of the outstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by the Borrower Representative, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s)2.17.

Optional. Subject (i) Prior to Section 5.4.the Escrow Release Date, if the Borrowers may, upon Borrower provides written notice to the Escrow Agent and the Administrative AgentAgent that it has determined in its sole discretion that any of the conditions set forth in Section 5.2 cannot be satisfied by the Escrow Expiration Date, the Borrower may prepay any Loan the Loans in full or whole in part accordance with the last sentence of Section 2.4. On and after the Escrow Release Date, the Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty. The Borrower Representative shall give penalty (but subject to Section 2.8(a)(ii)), upon irrevocable notice delivered to the Administrative Agent written notice (such notice must be in a form acceptable to the Administrative Agent) by 11:00 a.m. no later than 12:00 Noon, New York City time (i) at least time, three (3) Business Days prior to the prepayment in the case of any LIBOR Loan and (ii) on the Business Day of the prepaymentthereto, in the case of any Base Rate Loan. Any prepayment of LIBOR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof Eurodollar Loans, and any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orno later than 2:00 p.m., New York City time, one Business Day prior thereto, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Type(s) and Tranche(s) prepayment is of Eurodollar Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such or ABR Loans. The Upon receipt of any such notice the Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche)thereof. If any such notice is given by the Borrower Representativegiven, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that , together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds of such refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be conditioned be, if expressly so stated to be, contingent upon the consummation of any financing such refinancing or acquisition incurrence or similar transaction and, to the extent occurrence of such other identifiable event or condition is not satisfied by the effective date specified therein, such notice of prepayment and may be revoked or by the effective date specified therein may be delayedBorrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Any Each prepayment of a LIBOR Loan Loans under this clause (a) shall be accompanied by all accrued interest and fees on the amount prepaidprepaid to the date fixed for prepayment, together with plus, in the case of any additional Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts required due to the Lenders as a result thereof pursuant to Section 5.4. Each prepayment of the outstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by the Borrower Representative, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each of the relevant Tranche(s)2.17.

Optional. Subject to Section 5.4., the Borrowers (i) Borrower may, upon notice to the Administrative AgentAgent from Borrower, voluntarily prepay any Loan Term Loans in full whole or in part at any time without premium or penalty. The Borrower Representative shall give subject to the Administrative Agent written notice Applicable Premium; provided that (A) such notice must be in a form acceptable to the received by Administrative Agent) by Agent not later than 11:00 a.m. New York City time (i1) at least three (3) Business Days prior to the any date of prepayment in the case of any LIBOR Loan Eurodollar Rate Loans and (ii2) on the Business Day date of the prepayment, in the case prepayment of any Base Rate Loan. Any Loans; (B) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of at least $5,000,000 or a whole multiple of $1,000,000 in excess thereof and 500,000; (C) any prepayment of Base Rate Loans shall be in a principal amount of at least $500,000 or a whole multiple of $100,000 in excess thereof 250,000 or, in each case, if less, the entire principal amount thereof then outstanding; and (D) any such prepayment shall be accompanied by all accrued interest on the amount prepaid, together with the Applicable Premium . Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant TrancheFacility). If such notice is given by the Borrower, Borrower Representative, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of may state that the prepayment may be is conditioned upon the consummation effectiveness of any financing other credit facilities, acquisitions or acquisition dispositions, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or similar transaction and, prior to the extent specified effective date) if such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayedsatisfied. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 5.43.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.9.(a2.06(a) shall be applied to the principal repayment installments thereof in such manner as directed by the Borrower Representativemay elect. Subject to Section 2.16, and each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Applicable Commitment Percentages Percentage in respect of each of the relevant Tranche(sFacilities. Notwithstanding any provisions in this Section 2.06 to the contrary, no voluntary prepayment of the Term Loans, other than any voluntary prepayments made with the Available Amount, shall be permitted or required pursuant to this Section 2.06 until the Discharge of the First Lien Obligations (as defined in the Intercreditor Agreement). (ii) [Reserved]. (iii) Upon the occurrence of an Applicable Premium Trigger Event, Borrower shall pay to the Administrative Agent, for the account of the Lenders, the Applicable Premium. Notwithstanding any provision in this Agreement or any other Loan Document, if payment of the Applicable Premium is prohibited by the terms of the Intercreditor Agreement, such Applicable Premium shall nonetheless be added to the Obligations.

Optional. Subject The Borrower may elect to prepay any of the Loans without penalty or premium except as set forth in Section 5.4.2.9 and after giving by 10:00 a.m. (Chicago, Illinois time) (i) in the Borrowers maycase of Eurodollar Loans, upon at least three Business Days’ or (ii) in case of ABR Loans, one Business Day’s prior written notice to the Administrative Agent, prepay any Loan in full or in part at any time without premium or penalty. The Borrower Representative shall give Agent stating the Administrative Agent written notice (such notice must be in a form acceptable to the Administrative Agent) by 11:00 a.m. New York City time (i) at least three (3) Business Days prior to the prepayment in the case of any LIBOR Loan proposed date and (ii) on the Business Day of the prepayment, in the case of any Base Rate Loan. Any prepayment of LIBOR Loans shall be in a aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of such prepayment and the Type(s) and Tranche(s) of Loans to be prepaid and, if LIBOR Loans are each Revolving Borrowing or portion thereof to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Tranche). If such notice is given by the Borrower Representative, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any that, if a notice of prepayment may be conditioned upon is given in connection with a conditional notice of termination of the consummation of any financing or acquisition or similar transaction andCommitments as contemplated by Section 2.1(b), to the extent such condition is not satisfied by the effective date specified therein, then such notice of prepayment may be revoked or if such notice of termination is revoked in accordance with Section 2.1(b). Promptly following receipt of any such notice relating to a Revolving Borrowing, the effective date specified therein may be delayedAdministrative Agent shall advise the Lenders of the contents thereof. Any Each prepayment of a LIBOR Loan Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Revolving Borrowing. Prepayments shall be accompanied by all accrued interest on to the extent required by Section 2.7 and any break funding payments required by Section 2.9. If any such notice is given, the Borrower shall prepay Loans comprising part of the same Revolving Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount prepaidspecified in such notice, together with any additional amounts accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 5.4. Each 2.9 as a result of such prepayment being made on such date; provided that (A) each optional prepayment of the outstanding Eurodollar Loans pursuant to this Section 2.9.(a) shall be applied as directed by in a minimum amount not less than $500,000 and in multiple integrals of $100,000 in excess thereof and (B) each optional prepayment of ABR Loans shall be in a minimum amount not less than $500,000 and in multiple integrals of $50,000 in excess thereof. Notwithstanding the foregoing, the Borrower Representative, and each such prepayment shall be paid may (subject to payment to the Lenders in accordance with their respective Applicable Commitment Percentages in respect of each any applicable amounts under Section 2.9 hereof) rescind or postpone any notice of the relevant Tranche(s)prepayment under this Section 2.4(b) if such prepayment would have resulted from a refinancing of this Agreement, which refinancing shall not be consummated or shall otherwise be delayed.