Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02.

Voluntary Prepayments. (ia) The Borrower shall have the right at any time and from time to time to prepay any Borrowing of any Class in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided, however, that each partial prepayment shall be in an aggregate principal amount that is an integral multiple of $500,000 and not less than $1,000,000 or, if less, the provisions of Section 2.09(a)(ii)amount outstanding. (iib) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline LoansLoan, the Swingline LenderLenders) by telephonic notice telephone (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such requesttelecopy) of any prepayment under this Section 2.09(a), hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, three (3) Business Days before the date of prepayment prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, on one Business Day before the date of prepayment, prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m.12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other debt or equity issuances, 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; provided further that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.072.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.08(c). Promptly following receipt of any such notice relating to a BorrowingBorrowing of any Class, the Administrative Agent shall advise the Lenders of such Class of the contents thereof. Each partial prepayment of any a Borrowing shall be in an amount that would be permitted applied ratably to the Loans included in the case prepaid Borrowing. Voluntary prepayments of an advance of a Borrowing of outstanding Term Loans under this Section 2.11 shall be applied to future scheduled amortization payments pursuant to Section 2.10(a) as directed by the same Type as provided in Borrower. Prepayments under this Section 2.022.11 shall be accompanied by accrued interest to the extent required by Section 2.14 and shall be subject to Section 2.17, but otherwise without premium or penalty.

Voluntary Prepayments. (ia) The Borrower shall have the right at any time and from time to time to prepay any Borrowing of any Class in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided, however, that each partial prepayment shall be in an aggregate principal amount that is an integral multiple of $500,000 and not less than $1,000,000 or, if less, the provisions of Section 2.09(a)(ii)amount outstanding. (iib) The Borrower shall notify the Administrative Agent by telephone (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such requesttelecopy) of any prepayment under this Section 2.09(a), hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, three (3) Business Days before the date of prepayment prepayment, and (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other debt or equity issuances, 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; provided further that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.072.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.08(c). Promptly following receipt of any such notice relating to a BorrowingBorrowing of any Class, the Administrative Agent shall advise the Lenders of such Class of the contents thereof. Each partial prepayment of any a Borrowing shall be in an amount that would be permitted applied ratably to the Loans included in the case of an advance of a Borrowing of prepaid Borrowing. Prepayments under this Section 2.11 shall be accompanied by accrued interest to the same Type as provided in extent required by Section 2.022.14 and shall be subject to Section 2.17, but otherwise without premium or penalty.

Voluntary Prepayments. The Borrower may, upon notice not later than 10:00 a.m. (London time) at least one Business Day prior to the date of such prepayment to the Administrative Agent, stating the proposed date and aggregate principal amount of the prepayment and, if such notice is given, the Borrower shall, prepay the outstanding principal amount of the Advances in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (i) The Borrower each partial prepayment of Advances shall have be in an aggregate principal amount of not less than the right at any time Borrowing Minimum or a Borrowing Multiple in excess thereof and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The the Borrower shall notify be obligated to reimburse the Lenders in respect thereof pursuant to Section 2.18; provided, further, that any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of a specific transaction, in which case such notice may be revoked by the Borrower if such condition is not satisfied. The Administrative Agent (andwill promptly notify each Lender of its receipt of each such notice, in and of the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail amount of such request) Lender’s Ratable Share of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of such prepayment. Each such notice prepayment shall be irrevocable and shall specify applied to the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination Advances of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.07. Promptly following receipt their respective Ratable Share (provided, that such prepayment of any Advances of Lenders which are Affiliates of each other may be allocated between such notice relating to a Borrowingaffiliated Lenders as they may otherwise determine; provided, further, that such Lenders shall provide the Administrative Agent shall advise the Lenders with prompt notice of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02such allocation).

Voluntary Prepayments. (i) The Borrower shall have the right at At any time and from time to time time, the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.13(a) and with Section 2.18(c), prepay any Borrowing in whole or in part, subject to prior notice ; provided that (A) each such partial voluntary prepayment of any BSBY Rate Loan shall be in accordance with the provisions an aggregate principal amount of Section 2.09(a)(ii)$500,000 or an integral multiple of $100,000 in excess of such amount and (B) each such partial voluntary prepayment of any Base Rate Borrowing (including any Swing Line Loan or Protective Advance) shall be in an aggregate principal amount of $500,000 or an integral multiple of $100,000 in excess of such amount. (ii) The To make a voluntary prepayment pursuant to Section 2.13(a)(i), the Borrower shall notify the Administrative Agent (and, in the case of a voluntary prepayment of Swingline Loansany Swing Line Loan, the Swingline Swing Line Lender) by telephonic notice not later than 1:00 p.m. (promptly confirmed by hand deliveryNew York City time) (A) on the date of prepayment, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar BorrowingBase Rate Borrowings, not later than 1:00 p.m., New York City time, or (B) at least three (3) Business Days before prior to the date of prepayment (ii) prepayment, in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline BSBY Rate Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by any Borrowing pursuant to Section 2.07, then 2.13(a)(i) may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to a BorrowingSwing Line Loans or Protective Advances), the Administrative Agent shall advise the Lenders of the contents details thereof. Each partial voluntary prepayment of any a Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02accordance with their Pro Rata Shares.

Voluntary Prepayments. (i) The Borrower shall have the right at At any time and from time to time time, the Borrower may, without premium or penalty (except as applicable under Section 2.10(b)) but subject to compliance with the conditions set forth in this Section 2.10(a) and with Section 2.15(c), prepay any Borrowing in whole or in part, subject to prior notice ; provided that each such partial voluntary prepayment of any Borrowing shall be in accordance with the provisions an aggregate principal amount of Section 2.09(a)(ii)$5,000,000 or an integral multiple of $1,000,000 in excess of such amount. (ii) The To make a voluntary prepayment pursuant to Section 2.10(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (andNew York City time) (A) at least one Business Day prior to the date of prepayment, in the case of prepayment of Swingline LoansBase Rate Borrowings, or (B) at least three Business Days prior to the Swingline Lender) by telephonic notice (promptly confirmed by hand deliverydate of prepayment, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentRate Borrowings. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by any Borrowing pursuant to Section 2.07, then 2.10(a)(i) may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents applicable Class of the details thereof. Each partial voluntary prepayment of any a Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02accordance with their applicable Pro Rata Shares.

Voluntary Prepayments. (i) The Borrower shall have the right at At any time and from time to time time, the Borrower may, without premium or penalty (except as applicable under Section 2.10(c) or 2.22(a)) but subject to compliance with the conditions set forth in this Section 2.10(a) and with Section 2.15(c), prepay any Borrowing in whole or in part, subject to prior notice ; provided that each such partial voluntary prepayment of any Borrowing shall be in accordance with the provisions an aggregate principal amount of Section 2.09(a)(ii)$5,000,000 or an integral multiple of $1,000,000 in excess of such amount. (ii) The To make a voluntary prepayment pursuant to Section 2.10(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 noon (andNew York City time) (A) at least one Business Day prior to the date of prepayment, in the case of prepayment of Swingline LoansBase Rate Borrowings, or (B) at least three Business Days prior to the Swingline Lender) by telephonic notice (promptly confirmed by hand deliverydate of prepayment, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentRate Borrowings. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then that any such notice of prepayment may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents applicable Class of the details thereof. Each partial voluntary prepayment of any a Borrowing shall be allocated among the Lenders holding Term Loans comprising such Borrowing in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02accordance with their applicable Pro Rata Shares.

Voluntary Prepayments. (i) The Borrower shall have the right at At any time and from time to time time, the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.13(a) and with Section 2.18(c), prepay any Borrowing in whole or in part, subject to prior notice ; provided that (A) each such partial voluntary prepayment of any Eurodollar Rate Borrowing shall be in accordance with the provisions an aggregate principal amount of Section 2.09(a)(ii)$1,000,000 or an integral multiple of $500,000 in excess of such amount and (B) each such partial voluntary prepayment of any Base Rate Borrowing (including any Swing Line Loan or Protective Advance) shall be in an aggregate principal amount of $500,000 or an integral multiple of $100,000 in excess of such amount. (ii) The To make a voluntary prepayment pursuant to Section 2.13(a)(i), the Borrower shall notify the Administrative Agent (and, in the case of a voluntary prepayment of Swingline Loansany Swing Line Loan, the Swingline Swing Line Lender) by telephonic notice not later than 1:00 p.m. (promptly confirmed by hand deliveryNew York City time) (A) on the date of prepayment, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar BorrowingBase Rate Borrowings, not later than 1:00 p.m., New York City time, or (B) at least three (3) Business Days before prior to the date of prepayment (ii) prepayment, in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentEurodollar Rate Borrowings. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by any Borrowing pursuant to Section 2.07, then 2.13(a)(i) may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to a BorrowingSwing Line Loans or Protective Advances), the Administrative Agent shall advise the Lenders of the contents applicable Class of the details thereof. Each partial voluntary prepayment of any a Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02accordance with their Pro Rata Shares.

Voluntary Prepayments. (i) The Any Borrower shall have Party may, upon delivery of a Repayment Notice to the right Administrative Agent which may be conditioned upon the occurrence of a financing or other event, at any time and or from time to time to voluntarily prepay any Borrowing Loans in whole or in part, subject part without premium or penalty; provided that: (a) such Repayment Notice must be received by Administrative Agent not later than 11:00 a.m.: (i) two Business Days prior to prior notice in accordance with the provisions any date of Section 2.09(a)(ii). prepayment of Eurodollar Rate Loans; (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before on the date of prepayment of Base Rate Loans; and (iiiii) in four Business Days prior to the case date of prepayment of an ABR BorrowingLoans denominated in Alternative Currencies; and (b) any prepayment of Loans shall be in a principal amount of $250,000 or a whole multiple of $250,000 in excess thereof, not later than 1:00 p.m.or, New York City timeif less, the entire principal amount thereof then outstanding. Each such Repayment Notice shall specify the date (which shall be a Business Day) and amount of such prepayment and the Type(s) of Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such Repayment Notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such Repayment Notice is given by a Borrower Party, such Borrower Party shall make such prepayment and the payment amount specified in such Repayment Notice shall be due and payable on the date of prepayment, or (iii) in the case of specified therein. Any prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on Loan shall be accompanied by (to the date of prepaymentextent timely invoiced to the relevant Borrower) any additional amounts required pursuant to Section 4.05. Each such notice prepayment shall be irrevocable and shall specify applied to the prepayment date and the principal amount of Obligations held by each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Lender in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders its respective share of the contents thereof. Each partial prepayment Type(s) of any Borrowing shall Loans to 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 2.02repaid.

Voluntary Prepayments. Company may, upon written or telephonic notice to Administrative Agent on or prior to 12:00 Noon (iNew York City time) The Borrower on the date of prepayment, which notice, if telephonic, shall have be promptly confirmed in writing, at any time and from time to time, prepay any Swing Line Loan on any Business Day in whole or in part in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Company may, upon not less than one Business Day’s prior written or telephonic notice, in the right case of Base Rate Loans, and three Business Days’ prior written or telephonic notice, in the case of Eurodollar Rate Loans, in each case given to Administrative Agent by 12:00 Noon (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent, who will promptly notify each Lender whose Loans are to be prepaid of such prepayment, at any time and from time to time to prepay the Term Loans or Revolving Loans on any Borrowing Business Day in whole or in part, subject part in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. All written notices delivered pursuant to prior notice in accordance with the provisions of Section 2.09(a)(ii). (iithis subsection 2.4B(i) The Borrower shall notify the Administrative Agent (and, be in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment form of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3Notice of Prepayment and all notices whether written or telephonic delivered pursuant to this subsection 2.4B(i) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable irrevocable, and shall specify the prepayment date and once given as aforesaid, the principal amount of each Borrowing or portion thereof to be prepaidthe Loans specified in such notice shall become due and payable on the prepayment date specified therein; provided that, that if a notice of prepayment is given in connection with a conditional notice of termination the refinancing of the Aggregate Commitments as contemplated by Section 2.07Loans with the proceeds of Indebtedness (other than the Loans) or in connection with a transaction that would result in a Change in Control and, then in either case, such transaction does not close, such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be revocable and the amounts specified therein shall not be due and payable except for any amounts payable as a result thereof pursuant to subsection 2.6D. Any such voluntary prepayment shall be applied as specified in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02subsection 2.4B(iv).

Voluntary Prepayments. (ia) The Borrower shall have the right at At any time and from time to time time, the Borrowers shall have the right to prepay any Borrowing the Loans, in whole or in part, subject together with accrued interest to prior the date of prepayment, without premium or penalty (except as provided in clause (iii) below), upon written notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify given to the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City Charlotte time, three (3) Business Days before the date prior to each intended prepayment of LIBOR Loans and one (1) Business Day prior to each intended prepayment of Base Rate Loans; provided that (i) each partial prepayment shall be in an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof, (ii) in the case of no partial prepayment of LIBOR Loans made pursuant to any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $3,000,000 or to any greater amount not an ABR Borrowingintegral multiple of $1,000,000 in excess thereof, not later than 1:00 p.m., New York City time, on the date of prepayment, or and (iii) in the case unless made together with all amounts required under Section 2.18 to be paid as a consequence of such prepayment, a prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, LIBOR Loan may be made only on the date last day of prepaymentthe Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount and Type of the Loans to be prepaid (and, in the case of LIBOR Loans, the Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall specify bind the Borrowers to make such prepayment date on the terms specified therein. Loans prepaid pursuant to this Section 2.7(a) may be reborrowed, subject to the terms and conditions of this Agreement. In the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if event the Administrative Agent receives a notice of prepayment is given in connection with a conditional under this Section, the Administrative Agent will give prompt notice of termination of thereof to the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked Tranche 1 Lenders; provided that if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating has also been furnished to a Borrowingthe Tranche 1 Lenders, the Administrative Agent shall advise have no obligation to notify the Tranche 1 Lenders with respect thereto. (b) Each payment or prepayment of LIBOR Loans made pursuant to the provisions of this Section 2.7 on a day other than the last day of the contents Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof. . (c) Each partial prepayment of any Borrowing the Loans made pursuant to this Section 2.7 shall be applied ratably among the Tranche 1 Lenders holding the Loans being prepaid, in an proportion to the principal amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02held by each.

Voluntary Prepayments. (i) The Borrower may, upon notice (which notice may be in the form attached as Exhibit H-2 hereto or any other form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall have be approved by the right Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by a Responsible Officer) to the Administrative Agent (a “Voluntary Prepayment Notice”), at any time and or from time to time to time, voluntarily prepay any Borrowing the Loans in whole or in partpart (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid and (y) all accrued interest on the amount prepaid, subject together with any additional amounts required pursuant to prior notice in accordance Section 3.04; provided that, except with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of respect to any prepayment under this prepayments made pursuant to Section 2.09(a), (i) in such Voluntary Prepayment Notice must be received by the case of prepayment of a Eurodollar Borrowing, Administrative Agent not later than 1:00 12:00 p.m., New York City time, three two (32) Business Days before the prior to any date of prepayment (or such shorter period as the Administrative Agent and the Lenders may agree) and (ii) any prepayment shall be either (A) in an aggregate principal amount of at least $5,000,000 and a whole multiple of $1,000,000 in excess thereof or (B) the case entire principal amount of prepayment such Type of an ABR BorrowingLoans then outstanding and being prepaid. Each such Voluntary Prepayment Notice shall specify the date of such prepayment, not later than 1:00 p.m.the amount of principal being prepaid, New York City timewhether the Loans being prepaid are Initial Loans, Revolving Loans or Additional Loans. The Borrower shall make such prepayment, together with all accrued interest thereon and any additional amounts required pursuant to Section 3.04 on the date of prepaymentspecified in such Voluntary Prepayment Notice, or (iii) in and all such amounts shall be due and payable on such date; provided that a Voluntary Prepayment Notice delivered by the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each Borrower may state that such notice shall be irrevocable and shall specify is conditioned upon the prepayment date and effectiveness of certain events, including, without limitation, the principal amount closing of each Borrowing or portion thereof to be prepaid; provided thatother credit facilities, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then which case such notice of prepayment may be revoked by the Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such notice of termination is revoked conditions are not satisfied. Subject to Section 2.11(j), any Voluntary Prepayment described in accordance with this Section 2.07. Promptly following receipt of any such notice relating 2.04 shall be made to a Borrowing, the Administrative Agent shall advise for the ratable accounts of the applicable Lenders of the contents thereofType or Types of Loans being prepaid. Each partial prepayment The Administrative Agent shall forward to each Lender its Ratable Share of any Borrowing shall be in an amount that would be permitted in each such payment with respect to the case relevant Type of an advance of a Borrowing of the same Type as provided in Section 2.02Loans being prepaid.

Voluntary Prepayments. (i) The Borrower shall have may, upon notice from the right Borrower to the Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Loans, in whole or in part, subject part without premium or penalty; provided that (A) such notice must be in a form reasonably acceptable to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (and, in the case 1) three Business Days prior to any date of prepayment of Swingline Loans, the Swingline LenderEurodollar Rate Loans and (2) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before on the date of prepayment of Base Rate Loans; (iiB) in the case of any such prepayment of an ABR BorrowingEurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, not later than 1:00 p.m.if less, New York City time, on the date of prepayment, or entire principal amount thereof then outstanding); and (iiiC) in the case of any prepayment of Base Rate Loans shall be in a Swingline Loanprincipal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, not later than 1:00 p.m.if less, New York City time, on the date of prepaymententire principal amount thereof then outstanding). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, unless rescinded pursuant to the last sentence of this Section 2.05(a), 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 Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each notice delivered by the Borrower pursuant to this Section 2.05(a) shall be irrevocable; provided that, if that a notice of prepayment delivered by the Borrower may state that such notice is given in connection with conditioned on the occurrence of a conditional notice refinancing of termination all or any portion of the Aggregate Commitments as contemplated by Section 2.07Loans or the occurrence of any other event which would have provided the cash proceeds for such prepayment, then in which case such notice of prepayment may be revoked if such by the Borrower (by notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise on or prior to the Lenders specified closing date of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02such refinancing or other such event) if such condition is not satisfied.

Voluntary Prepayments. (i) The Borrower shall have may, upon notice from the right Company to the Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Committed Loans in whole or in part, subject to prior part without premium or penalty; provided that (i) such notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify must be received by the Administrative Agent not later than 12:00 noon (and, in the case A) three Business Days prior to any date of prepayment of Swingline Loans, the Swingline LenderEurocurrency Rate Loans and (B) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before on the date of prepayment of Base Rate Loans; (ii) in the case of any prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date Eurocurrency Rate Loans shall be in a principal amount of prepayment, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) in the case of any prepayment of Base Rate Loans shall be in a Swingline Loanprincipal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, not later than 1:00 p.m.in each case, New York City timeif less, on the date of prepaymententire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Committed Loans to be irrevocable and prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Company shall specify 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 Pro Rata Share of such prepayment. If such notice is given by the Company, the Borrower shall make such prepayment date and the principal payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of each Borrowing or portion thereof a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination applied to the applicable Committed Loans of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents their respective Pro Rata Shares thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02.

Voluntary Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Loans in whole or in part, subject to prior Section 2.05(i), without premium or penalty; provided that (i) such notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify must be received by the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City timetime (or such other later time which is acceptable to the Administrative Agent), (A) three (3) Business Days before prior to any date of prepayment of Eurocurrency Rate Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) in the case of any prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date Eurocurrency Rate Loans shall be in a principal amount of prepayment, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) in the case of any prepayment of Base Rate Loans shall be in a Swingline Loanprincipal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, not later than 1:00 p.m.in each case, New York City time, on the date of prepaymententire amount thereof then outstanding. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Type(s) of Loans to be prepaid and, if 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 Percentage in respect of the relevant Facility). 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 thatthat any such notice may be contingent upon the consummation of a refinancing and such notice may otherwise be extended or revoked, if a notice in each case, with the requirements of prepayment is given in connection with a conditional notice of termination Section 3.05 to apply to any failure of the Aggregate Commitments contingency to occur and any such extension or revocation. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the Type(s) of Loan(s) in the manner as contemplated by Section 2.07the Borrower shall direct, then such notice and each prepayment of prepayment may Loans shall be revoked if such notice of termination is revoked paid to the Lenders in accordance with Section 2.07. Promptly following receipt their respective Applicable Percentages in respect of each of the relevant Facilities; provided, in the event the Borrower fails to specify the Loans to which any such notice relating prepayments shall be applied, such prepayments shall be applied, first, to repay outstanding Incremental Revolving Loans (if any) to the full extent thereof (without a Borrowingcorresponding reduction in the Incremental Revolving Commitments with respect thereto) and second, to prepay the Administrative Agent shall advise Term Loans on a pro rata basis (in accordance with the Lenders respective outstanding principal amounts thereof) and further applied to reduce the scheduled remaining installments of principal of the contents thereof. Each partial prepayment Term Loans in direct order 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 2.02maturity.

Voluntary Prepayments. (i) The Prior to the Maturity Date, the Borrower shall have the right at any time and may, from time to time to prepay on any Borrowing Business Day, make a voluntary prepayment, in whole or in part, subject to prior notice in accordance with of the provisions outstanding principal amount of Section 2.09(a)(ii).the Loans; provided, however, that: (iia) The Borrower any such prepayments shall notify be made Pro Rata among Loans having the Administrative Agent same Interest Period of all the applicable Lenders; (and, in the case of prepayment of Swingline Loans, the Swingline Lenderb) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of all such request) of any prepayment under this Section 2.09(a), voluntary prepayments shall require (i) in the case of prepayment of a Eurodollar BorrowingRate Loans, not later than 1:00 p.m., notice to the Administrative Agent on or before 11:00 a.m. (New York City time, ) not less than three (3) Business Days before the date in advance of any prepayment thereof, and (ii) in the case of prepayment of an ABR BorrowingBase Rate Loans, not later than 1:00 p.m., notice to the Administrative Agent on or before 11:00 a.m. (New York City time, ) on the date Business Day of prepayment, or any prepayment thereof; (iiic) all such voluntary partial prepayments shall be (i) in the case of Revolving Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $100,000 or, if less, the aggregate principal amount of the Revolving Loans outstanding hereunder, or (ii) in the case of Swing Line Loans, in any minimum amount; and (d) each such notice delivered pursuant to clause (b) hereof shall specify the date and amount of such prepayment and the Type(s) of a Swingline LoanLoans to be prepaid and, not if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. 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 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 Loans, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction; provided, further that the Borrower shall provide the Administrative Agent irrevocable confirmation of such prepayment no later than 1:00 p.m., p.m. (New York City time, ) on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted specified in the case of an advance of a Borrowing of the same Type as provided in Section 2.02notice delivered pursuant to clause (b).

Voluntary Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and from time to time to voluntarily prepay any Borrowing Loans in whole or in part, subject part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (and, in the case A) three Business Days prior to any date of prepayment of Swingline Loans, the Swingline LenderLIBOR Rate Loans and (B) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before on the date of prepayment of Base Rate Loans; and (ii) in the case of any partial prepayment of an ABR Borrowingshall be in a principal amount of $5,000,000 (or, not later than 1:00 p.m.if less, New York City time, on the date total amount of prepayment, the Loans outstanding) or (iii) a whole multiple of $100,000 in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentexcess thereof. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Loans are to be prepaid; provided that, if a 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 Commitment Percentage). If such notice of prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in connection with a conditional such notice of termination shall be due and payable on the date specified therein. Subject to Section 2.15, each prepayment of the Aggregate Commitments as contemplated by outstanding Loans pursuant to this Section 2.07, then such notice of prepayment may 2.05(a) shall be revoked if such notice of termination is revoked paid to the Lenders in accordance with Section 2.07their respective Commitment Percentages and shall be applied first to Base Rate Loans until paid in full and second to LIBOR Rate Loans, in direct order of Interest Period maturities until paid in full. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial Any prepayment of any Borrowing a LIBOR Rate Loan shall be in an accompanied by all accrued interest through the date of such prepayment on the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in prepaid, together with any additional amounts required pursuant to Section 2.022.09(e).

Voluntary Prepayments. (i) The Any Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of this Section 2.09(a)(ii2.11(a). (ii) . The Borrower applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline LoansLoan, the Swingline Lender) by telephonic notice telephone (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such requesttelecopy) of any prepayment under this Section 2.09(a), hereunder (iA) in the case of prepayment of a Eurodollar Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 1:00 p.m.12:00 noon, New York City timeLocal Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars or a BA Equivalent Borrowing) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment prepayment, (iiB) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, on the date of prepayment, prepayment or (iiiC) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m.12:00 noon, New York City timeLocal Time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, (x) if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09 and (y) a notice of prepayment of Loans 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 Company or applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders under the Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and Class as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Each prepayment of a Tranche A-1 Term Loan Borrowing or Tranche A-2 Term Loan Borrowing shall be applied against the remaining installments of principal due with respect to Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, in the manner specified by the relevant Borrower or, if not so specified on or prior to the date of such prepayment, on a pro rata basis to the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, and ratably to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, included in the prepaid Borrowing and ratably against the remaining installments of principal due with respect to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16 (if any).

Voluntary Prepayments. (iSubject to the payment of any prepayment premium as required under Section 2.03(d) The and any other fees or amounts payable hereunder at such time, the Borrower shall have may, upon notice from the right at any time and from time Borrower to time to the Administrative Agent, voluntarily prepay any Borrowing the Loans, in whole or in part; provided, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a)that, (i) in the case of prepayment of a Eurodollar Borrowing, such notice must be received not later than 1:00 p.m., New York City time, 11:00 a.m. three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on prior to the date of prepayment, or (ii) any such prepayment shall only be made on an Interest Payment Date (it being understood that the requirement set forth in this sub-clause (ii) shall not be applicable to any voluntary prepayment in full of the aggregate Outstanding Amount of the Loans in connection with a Facility Termination Date) and (iii) any such prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the case 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 of a Swingline Loan, not later than 1:00 p.m., New York City time, 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 indicate that such prepayment is conditioned upon the consummation of a refinancing of this Agreement, capital raising or a particular Disposition or the occurrence of a Change of Control and may be revoked by the Borrower in the event such refinancing or other transaction is not consummated, and if so revoked, such prepayment shall not be due and payable. Any prepayment pursuant to this Section 2.03(a) shall be accompanied by (x) all accrued interest on the principal amount of the Loans prepaid, (y) the prepayment premium required under Section 2.03(d) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such notice prepayment shall be irrevocable and shall specify applied (x) with respect to any such prepayment on or prior to [June 30, 2021], ratably to the prepayment date Term A Facility, the Term B-1 Facility, the Term B-2 Facility, the Term B-3 Facility and the Term C Facility and (y) with respect to any such prepayment after [June 30, 2021], ratably to the Term A Facility, the Term B-1 Facility, the Term B-2 Facility, the Term B-3 Facility and the Term C Facility and to the principal amount of each Borrowing or portion repayment installments thereof on a pro rata basis. Each such prepayment shall be applied to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination the Loans of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.07. Promptly following receipt their respective Applicable Percentages in respect of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders each of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02relevant Facilities.

Voluntary Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Loans in whole or in part, subject to prior part without premium or penalty; provided that (i) such notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify must be received by the Administrative Agent not later than 10:00 a.m. (and, in the case A) two (2) Business Days prior to any date of prepayment of Swingline Loans, the Swingline LenderEurodollar Rate Loans and (B) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before on the date of prepayment of Base Rate Loans; (ii) in the case of any prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date Loans shall be in a principal amount of prepayment, Ten Million and 00/100 Dollars ($10,000,000.00) or a whole multiple of One Million and 00/100 Dollars (iii$1,000,000.00) in excess thereof; if less, the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymententire principal amount thereof then outstanding. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Type(s) of Loans to be prepaid. All Term Loan prepayments permitted pursuant to this Section 2.07 shall be applied ratably to the unpaid installments of principal on the Term Loans. If the Borrower prepays a Loan but fails to specify the applicable Eurodollar Rate Loan which the Borrower is prepaying, the prepayment shall be applied (i) first to Revolving Loans and then to Term Loans; provided thatand (ii) after giving effect to the allocations in clause (i) above and in the preceding sentence, if a first to Loans to Base Rate Loans, then to 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 Applicable Revolving Credit Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice of prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in connection such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with a conditional notice of termination any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowingtheir respective Applicable Revolving Credit Percentage or Applicable Term Loan Percentage, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02applicable.

Voluntary Prepayments. Borrower may, upon written or telephonic notice to Administrative Agent on or prior to 3:00 P.M. (iNew York City time) The Borrower shall have one Business Day prior to the right date of prepayment, in the case of Base Rate Loans, and upon written or telephonic notice to Administrative Agent on or prior to 3:00 P.M. (New York City time) three Business Days prior to the date of prepayment, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, in the case of LIBOR Loans, and, in each case, if given by telephone, promptly confirmed in writing to Administrative Agent, who will promptly notify each Lender whose Loans are to be prepaid of such prepayment, at any time and from time to time to prepay any Borrowing Term Loans or any Revolving Loans, in each case on any Business Day in whole or in partpart without premium or penalty (except as set forth in Section 2.4(c)(vi) below) in an aggregate minimum amount of $250,000 and multiples of $50,000 in excess of that amount; provided that, in any event, any prepayment of a LIBOR Loan on any date other than the expiration date of the Interest Period applicable thereto shall be subject to prior notice in accordance with the provisions requirements of Section 2.09(a)(ii2.6(d). (ii) The Borrower shall notify the Administrative Agent (and, in the case . Notice of prepayment of Swingline Loanshaving been given as aforesaid, the Swingline Lender) by telephonic principal amount of the Loans specified in such notice (promptly confirmed by hand deliveryshall become due and payable on the prepayment date specified therein; provided, facsimile transmission or electronic mail however, that Borrower may rescind any notice of such request) of any prepayment under this Section 2.09(a)2.4(b)(i) if such prepayment would have resulted from a refinancing or repayment of all of the Loans and Commitments hereunder, (i) which refinancing or repayment shall not be consummated or shall be delayed as a result of the failure or delay in the case of prepayment consummation of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date substantially concurrent Asset Sale or issuance and sale of Capital Stock or Indebtedness by any Group Member. Any such voluntary prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments applied as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided specified in Section 2.022.4(b)(iv).

Voluntary Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing L/C Borrowings in whole or in part, subject to prior Section 2.05(d), without premium or penalty; provided that (i) such notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify must be received by the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City timetime (or such other later time which is acceptable to the Administrative Agent), (A) three (3) Business Days before prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) in the case of any prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date Eurocurrency Rate Loans shall be in a principal amount of prepayment, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) in the case of any prepayment of Base Rate Loans shall be in a Swingline Loanprincipal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, not later than 1:00 p.m.in each case, New York City time, on the date of prepaymententire amount thereof then outstanding. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Type(s) of Loans to be prepaid and, if 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 Percentage in respect of the relevant Facility). 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 thatthat any such notice may be contingent upon the consummation of a refinancing and such notice may otherwise be extended or revoked, if a notice in each case, with the requirements of prepayment is given in connection with a conditional notice of termination Section 3.05 to apply to any failure of the Aggregate Commitments contingency to occur and any such extension or revocation. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the Type(s) of Loan(s) in the manner as contemplated by Section 2.07the Borrower shall direct, then such notice and each prepayment of prepayment may Loans shall be revoked if such notice of termination is revoked paid to the Lenders in accordance with Section 2.07. Promptly following receipt their respective Applicable Percentages in respect of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders each of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02relevant Facilities.

Voluntary Prepayments. (i) The Borrower shall have the right at At any time and from time to time time, the Borrower may, without premium or penalty but subject to the compliance with the conditions set forth in this Section 2.13(a) and Section 2.18(c), prepay any Borrowing on any Business Day in whole or in part, subject to prior notice ; provided that each such partial voluntary prepayment of any Borrowing shall be in accordance with the provisions an aggregate minimum principal amount of Section 2.09(a)(ii)$1,000,000 and integral multiples of $100,000 in excess of such amount. (ii) The To make a voluntary prepayment pursuant to Section 2.13(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (andNew York City time) (A) at least one Business Day prior to the date of prepayment, in the case of prepayment of Swingline LoansBase Rate Borrowings, or (B) at least three Business Days prior to the Swingline Lender) by telephonic notice (promptly confirmed by hand deliverydate of prepayment, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentRate Borrowings. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Borrowings pursuant to Section 2.07, then 2.13(a)(i) may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing applicable Class of the same Type as provided in Section 2.02details thereof.

Voluntary Prepayments. (i) The Borrower shall have Each of the right Borrowers may, at their option, at any time and from time to time to time, prepay any Borrowing the Loans (other than B/A Loans) and the Reimbursement Obligations, in whole or in part, subject without premium or penalty except for breakage costs with respect to Eurodollar Loans as provided in Section 2.17, upon giving, in the case of any Eurodollar Loan, five Business Days' prior written notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify to the Administrative Agent (Agent, and, in the case of prepayment of Swingline Loansany ABR Loan or Canadian Prime Rate Loan, prior written notice on the Swingline Lender) by telephonic notice same Business Day to the Administrative Agent (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of US Loans) or the Canadian Administrative Agent (in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three prepayment of Canadian Loans). Such notice shall specify (3) Business Days before the date of prepayment (ii1) in the case of any prepayment of an ABR BorrowingLoans, not later than 1:00 p.m., New York City time, on the date and amount of prepaymentprepayment and whether the prepayment is (i) of US Revolving Credit Loans, Canadian Revolving Credit Loans or US Swingline Loans and (ii) of Eurodollar Loans, ABR Loans or Canadian Prime Rate Loans, or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each; and (iii2) in the case of any prepayment of a Swingline LoanReimbursement Obligations, not later than 1:00 p.m., New York City time, on the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Each Upon receipt of such notice, the Administrative Agent or the Canadian Administrative Agent (as applicable) shall promptly notify each Lender of the contents thereof and of such Lender's Applicable Percentage of such prepayment. If any such notice is given, the amount specified in such notice shall be irrevocable due and payable on the date specified therein, together with (if a Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Section 2.17. Each prepayment of US Revolving Credit Loans which are ABR Loans may be in any amount; each prepayment of Canadian Revolving Credit Loans which are ABR Loans shall specify the prepayment date and the be in a minimum principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing $100,000 and shall be in an integral multiple of C$50,000, each prepayment of Canadian Prime Rate Loans shall be in the minimum principal amount that would of C$100,000 and in integral multiple of $50,000; each prepayment of Eurodollar Loans shall be permitted in the minimum principal amount of $500,000 and in integral multiples of $100,000 or, in the case of an advance any of a Borrowing of ABR Loans, Eurodollar Loans, or Canadian Prime Rate Loans, the same Type as provided in Section 2.02aggregate principal balance outstanding on such Loans.

Voluntary Prepayments. (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (iA) in the case of prepayment of a Eurodollar Term Benchmark Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment, (B) in the case of prepayment of an RFR Borrowing, not later than 1:00 p.m., New York City time, five (ii5) U.S. Government Securities Business Days before the date of prepayment, (C) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iiiD) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of delivered by the Aggregate Commitments as contemplated by Section 2.07, then Borrower may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02.

Voluntary Prepayments. (i) The Subject to the Prepayment Premium, the Borrower shall have may, upon written notice to the right at any time and from time to time to Administrative Agent, voluntarily prepay any Borrowing Loans in whole or in part, subject to prior part without premium or penalty (except as expressly set forth in this Section 2.03); provided that (1) such written notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify must be received by the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, 2:00 p.m. three (3) Business Days before the prior to any date of prepayment of Loans and (ii2) in the case of any prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date Loans shall be in a minimum principal amount of prepayment$1,000,000, or (iii) a whole multiple of $500,000 in excess thereof or, if less, the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymententire principal amount thereof then outstanding. Each such notice shall be irrevocable and shall specify the prepayment date and amount of such prepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 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 Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to clause (ii) below. (ii) Notwithstanding anything to the contrary contained in this Agreement, (x) in the event of each prepayment of any Loans pursuant to Section 2.03(a)(i), Section 2.03(b)(ii), or Section 2.03(b)(iii), such prepayment 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 Loans so prepaid or repaid, together with all accrued and unpaid interest on the amount being prepaid or repaid and (y) each repayment of, or redemption or distribution in respect of, the principal amount of each Borrowing or portion the Loans after acceleration thereof pursuant to be prepaid; provided that, if Section 8.02 (including automatically as a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt result of any such notice relating bankruptcy or insolvency proceeding), 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 Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment result of any Borrowing shall be bankruptcy or insolvency proceeding), in an amount that would be permitted in equal to the case of an advance of a Borrowing Prepayment Premium, calculated on the aggregate principal amount of the same Type as provided in Section 2.02Loans so repaid, redeemed, distributed or accelerated, together with all accrued and unpaid interest on such Loans.

Voluntary Prepayments. (ia) The Any Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions paragraph (b) of Section 2.09(a)(ii)this Section. (iib) The Borrower applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such requesttelecopy) of any prepayment under this Section 2.09(a), hereunder (other than a prepayment of a Swingline Loan) (i) in the case of prepayment of a Eurodollar Eurocurrency Revolving Borrowing, not later than 1:00 p.m., New York City timeLocal Time, three (3) Business Days before the date of prepayment prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 1:00 p.m., New York City Chicago time, on the date of prepayment, prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City Chicago time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.

Voluntary Prepayments. (ia) The Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic written or fax notice (or telephone notice promptly confirmed by hand delivery, facsimile transmission written or electronic mail of such request) of any prepayment under this Section 2.09(a), (ifax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of a Eurodollar BorrowingABR Loans, not later than 1:00 p.m.to the Administrative Agent before 12:00 noon, New York City time; provided, three however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (3b) Business Days before Voluntary prepayments of outstanding Loans shall be applied against the date remaining scheduled installments of principal due in respect of the Loans under Section 2.11 as directed by the Borrower. (c) Each notice of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid, shall commit the Borrower to prepay such Borrowing in the amount stated therein on the date stated therein; provided thatprovided, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07however, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of that any such notice relating may be conditioned on one or more events, and if such events do not occur, then the Borrower may revoke such notice and/or extend the prepayment date by not more than five Business Days; provided, further, however, that the provisions of Section 2.15 shall apply with respect to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereofany such revocation or extension. Each partial prepayment of any Borrowing All prepayments under this Section 2.11 shall be in an subject to Section 2.16 but otherwise without premium or penalty (subject to Section 2.12(g)). All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount that would to be permitted in prepaid to but excluding the case date of an advance of a Borrowing of the same Type as provided in Section 2.02payment.

Voluntary Prepayments. (i) The At any time, the Borrower shall have may, without premium or penalty (other than the right at any time Exit Fee) but subject to compliance with the conditions set forth in this Section 2.12(a) and from time to time to with Section 2.24, prepay any Term Borrowing in whole or in part, subject to prior notice ; provided that each such partial voluntary prepayment of any Borrowing shall be in accordance with an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess of such amount (or such lesser amount that constitutes the provisions full amount of Section 2.09(a)(iithe Term Loans outstanding). (ii) The To make a voluntary prepayment pursuant to Section 2.12(a)(i), the Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, writing not later than 1:00 p.m., 11:00 a.m. (New York City time, ) at least three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on prior to the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and (which shall be a Business Day), the principal amount of each Borrowing or portion thereof to be prepaidprepaid and the applicable Exit Fee, and shall be given in writing. Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by any Borrowing pursuant to Section 2.07, then 2.12(a)(i) may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents details thereof. Each partial voluntary prepayment of any a Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02accordance with their applicable Pro Rata Shares.

Voluntary Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Loans in whole or in part, subject to prior part without premium or penalty; provided that (i) such notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify must be received by the Administrative Agent not later than 11:00 a.m. (and, in the case A) three Business Days prior to any date of prepayment of Swingline Loans, the Swingline LenderEurodollar Rate Loans and (B) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before on the date of prepayment of Base Rate Loans; (ii) in the case of any prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date Eurodollar Rate Loans shall be in a principal amount of prepayment, $3,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) in the case of any prepayment of Base Rate Loans shall be in a Swingline Loanprincipal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, not later than 1:00 p.m.in each case, New York City timeif less, on the date of prepaymententire principal amount thereof then outstanding. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid; provided that, if a 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 Applicable Percentage of such prepayment. If the Borrower gives notice of voluntary prepayment is given in connection to the Administrative Agent, the Borrower shall pay all accrued interest, together with a conditional notice of termination any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.07their respective Applicable Percentages. Promptly following receipt of any If such notice relating to a Borrowingis given by the Borrower and such prepayment is not made on the date stipulated in the notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing applicable Loans shall be in an amount that would automatically converted to Base Rate Loans on such date, and the Borrower shall pay all accrued interest and any additional amounts required pursuant to Section 3.05. Amounts repaid may not be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02reborrowed.

Voluntary Prepayments. (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing Term Loans may be repaid in whole or in part, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission part without premium or electronic mail of such request) of any prepayment under this Section 2.09(a), penalty; provided that (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, Term SOFR Loans may be repaid only upon three (3) Business Days before Days’ prior written notice to the date of prepayment Administrative Agent, (ii) repayments of Term SOFR Loans must be accompanied by payment of any amounts owing under Section 2.20 and (iii) partial repayments of Loans shall be in minimum principal amount of the Borrowing Minimum, and in integral multiples of the Borrowing Multiple in excess thereof. To the extent that the Borrower elects to prepay the Closing Date Term Loan or, if applicable, any Incremental Term Loans, amounts prepaid under this Section 2.11(a) shall be applied to such Term Loans (to the remaining principal installments thereof, if any, as directed by the Borrower) first ratably to any Base Rate Loans and then to Term SOFR Loans in direct order of Interest Period maturities. All prepayments under this Section 2.11(a) shall be subject to Section 2.20, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent in the case of a prepayment of an ABR Borrowingunder this clause (a) or clause (b) below, not later than 1:00 p.m., New York City time, interest on the principal amount prepaid shall be payable on any date of prepayment, or (iii) in the case of that a prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on is made hereunder through the date of prepayment. Amounts prepaid on the Term Loans may not be reborrowed. Each such notice delivered by the Borrower pursuant to this Section 2.11(a) shall be irrevocable and shall specify revocable by the prepayment date and the principal amount of each Borrowing or portion thereof Borrower (by notice to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise on or prior to the Lenders of the contents thereof. Each partial proposed 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 2.02date specified therein).

Voluntary Prepayments. (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions paragraph (a)(ii) of Section 2.09(a)(ii)this Section. (ii) The Borrower shall notify the Administrative Agent by telephone (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such requesttelecopy) of any prepayment under this Section 2.09(a), hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three (3) Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and irrevocable, shall specify the Facility to be repaid, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidprepaid and shall be signed by a Responsible Officer of the Borrower; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.072.8, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.8. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.022.2. Each prepayment of a Borrowing shall be applied to the applicable Loans included in the prepaid Borrowing, provided that any prepayment of the Term A Loans and/or the Multiple Advance Term Loans shall be applied to the principal repayment installments thereof in inverse order of maturity, and each such prepayment shall be paid to the applicable Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12 and any amounts payable under Section 2.15.

Voluntary Prepayments. (ia) The Borrower shall have may, upon notice from the right Borrower to the Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Term Loan in whole or in part, subject to prior part without premium or penalty (other than as set forth in clause (b) below); provided that (A) such notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify must be received by the Administrative Agent not later than 11:00 a.m. (and, in the case 1) three Business Days prior to any date of prepayment of Swingline Loans, the Swingline LenderTerm SOFR Rate Loans and (2) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before on the date of prepayment of Base Rate Loans and Daily Simple SOFR Rate Loans; (iiB) in the case of any such prepayment of an ABR BorrowingTerm SOFR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, not later than 1:00 p.m.if less, New York City time, on the date of prepayment, or entire principal amount thereof then outstanding); (iiiC) in the case of any such prepayment of Daily Simple SOFR Rate Loans shall be in a Swingline Loanprincipal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, not later than 1:00 p.m.if less, New York City timethe entire principal amount thereof then outstanding); 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, on if less, the date of prepaymententire principal amount thereof then outstanding). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment, the tranche of Terms Loans to be prepaid and the Type(s) of Term Loans to be prepaid; provided that. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, if a and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice of prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in connection such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with a conditional notice of termination any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Term Loans of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02their respective Applicable Percentages. (b) [Reserved].

Voluntary Prepayments. (i) The After giving Administrative Agent a Notice of Prepayment, Borrower shall have may voluntarily prepay all or any part of the right at any time and Principal Debt from time to time to prepay and at any Borrowing time, in whole or in part, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission without premium or electronic mail of such request) of any prepayment under this Section 2.09(a), penalty; provided that: (i) in such notice must be received by Administrative Agent by 11:00 a.m. on (A) the case third (3rd) Business Day preceding the date of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three and (3B) one (1) Business Days before Day prior to a prepayment of a Prime Rate Borrowing; (ii) each such partial prepayment must be in the amount of $5,000,000 or a greater integral multiple of $1,000,000 (whether a Eurodollar Borrowing or a Prime Rate Borrowing); (iii) all accrued interest on the Principal Debt being prepaid must also be paid in full, to the date of such prepayment (ii) in the case of if such voluntary prepayment is a prepayment of an ABR all outstanding Principal Debt and a termination of all Commitments under this Agreement or if the Principal Debt being prepaid is a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or ; and (iiiiv) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentBorrower shall pay any related Consequential Loss (for any Eurodollar Borrowing) within ten (10) days after demand therefor. Each such notice shall be irrevocable and Notice of Prepayment shall specify the prepayment date and the principal amount Type of each Borrowing or portion thereof Borrowing(s) and amount(s) of such Borrowing(s) to be prepaid; provided that, if prepaid and shall constitute a notice binding obligation of Borrower to make a prepayment is given in connection with a conditional notice of termination of on the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07date stated therein. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders promptly notify each Lender of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case each Notice of an advance of a Borrowing of the same Type as provided in Section 2.02Prepayment upon its receipt.

Voluntary Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time and or from time to time to voluntarily prepay any Borrowing Loans in whole or in part, subject to prior part without premium or penalty; provided that (i) such notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify must be received by the Administrative Agent not later than 11:00 a.m. (and, in the case A) two Business Days prior to any date of prepayment of Swingline Loans, the Swingline LenderTerm SOFR Loans and (B) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before on the date of prepayment of Base Rate Loans; (ii) in the case of any prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date Term SOFR Loans shall be in a principal amount of prepayment, $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) in the case of any prepayment of Base Rate Loans shall be in a Swingline Loanprincipal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, not later than 1:00 p.m.in each case, New York City timeif less, on the date of prepaymententire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be irrevocable prepaid and, if 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 Applicable Percentage 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 any Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. 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 prepayment date and the principal amount of each Borrowing or portion thereof to 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 prepaiddue and payable on the date specified therein; provided that, if a such notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.072.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of 2.06; provided, further that upon such revocation, the Borrower shall compensate the Lenders for any actions the Lenders have taken in reliance upon such notice relating of voluntary prepayment to a Borrowing, the Administrative Agent shall advise extent required by the Lenders terms of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.023.05.

Voluntary Prepayments. (i) The Borrower shall have the right at any Any time and from time to time time: (1) with respect to Base Rate Loans, Borrower may prepay any Borrowing such Loans on any Business Day in whole or in part, subject in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount; and (2) with respect to prior notice Eurodollar Rate Loans, Borrower may prepay any such Loans on any Business Day in accordance with the provisions whole or in part in an aggregate minimum amount of Section 2.09(a)(ii)$1,000,000 and integral multiples of $500,000 in excess of that amount. (iii) The Borrower All such prepayments shall notify the Administrative Agent be made: (and, 1) upon not less than one Business Day’s prior written or telephonic notice in the case of prepayment of Swingline Base Rate Loans, the Swingline Lender; and (2) by upon not less than three Business Days’ prior written or telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar BorrowingRate Loans; in each case given to Administrative Agent, not later than 1:00 p.m., by 12:00 noon (New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date required and, if given by telephone, promptly confirmed by delivery of prepaymentwritten notice thereof to Administrative Agent (and Administrative Agent will promptly transmit such original notice by facsimile or telephone to each Lender). Upon the giving of any such notice, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidthe Loans specified in such notice shall become due and payable on the prepayment date specified therein; provided that, if that a notice of optional prepayment may state that such notice is given in connection with a conditional notice upon the effectiveness of termination other credit facilities or the receipt of the Aggregate Commitments as contemplated by Section 2.07proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, then in which case such notice of prepayment may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Any such voluntary prepayment shall be applied as specified in Section 2.2(a). Notwithstanding the foregoing, in connection with any Repricing Transaction, the giving of any written notice of termination is revoked in accordance with Section 2.07. Promptly following receipt shall be required only upon the consummation of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02Repricing Transaction.

Voluntary Prepayments. (ia) The Borrower shall have may, prior to 11:00 a.m., upon at least three Business Days’ written notice by the right at Borrower to the Administrative Agent in the case of Eurodollar Loans, and prior to 9:00 a.m., upon two Business Days’ written notice on any time and from time to time to Business Day in the case of Base Rate Loans, prepay any Borrowing Revolving Loans and/or Term B Loans, as the Borrower may elect, in whole or in part, subject to prior notice in accordance with the provisions amounts of Section 2.09(a)(ii)$1,000,000 or an integral multiple of $500,000 in excess thereof. (iib) Any notice of prepayment delivered pursuant to this Section 2.05 shall specify the date and amount of such prepayment, whether the prepayment is to be made with respect to Revolving Loans and/or Term B Loans and the Type of Loans to be prepaid. The Administrative Agent will promptly notify each affected Lender thereof and of such Lender’s pro rata portion of such prepayment. If such notice is given by the Borrower and not withdrawn, the Borrower shall notify make such prepayment, and the Administrative Agent (and, payment amount specified in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic such notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City timeshall be due and payable, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, specified therein together with accrued interest to each such date on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date amount prepaid and the principal amount of each Borrowing or portion thereof amounts, if any, required pursuant to Section 3.05; provided that interest to be prepaid; provided that, if a notice of prepayment is given paid in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing Base Rate Loans (other than a prepayment in full) shall instead be paid on the next occurring Interest Payment Date. (c) Any prepayment of Term B Loans pursuant to this Section 2.05 shall be in an amount that would applied to the remaining scheduled installments of Term B Loans to be permitted in made pursuant to Section 2.07(a) pro rata (based on the case then remaining amounts of an advance of a Borrowing of the same Type as provided in Section 2.02such remaining installments).

Voluntary Prepayments. (i) The Each Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Loans in whole or in part, subject to prior part without premium or penalty; provided that: (a) such notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify must be received by the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), no later than 2:00 p.m.: (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars; (ii) in the case three Business Days prior to any date of prepayment of an ABR BorrowingEurocurrency Rate Loans denominated in Alternative Currencies, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case five (5) Business Days prior to any date of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the RFR Loans; and (iv) one (1) Business Day prior to any date of prepaymentprepayment of Reference Rate Loans; and (b) any prepayment of Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 (or such lesser amount as the Administrative Agent may agree in its sole discretion) in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and shall specify the date (which shall be a Business Day) and amount of such prepayment date and which Loan such prepayment is to be applied to. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Lender Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the principal payment amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given specified in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may shall be revoked due and payable on the date specified therein, provided that if such payment is not so made, the prepayment notice shall be deemed revoked. Any prepayment of termination is revoked a Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4 hereof. Subject to Section 3.6, each prepayment of a Loan (other than any Temporary Increase Loan) shall be applied to the Obligations of such Borrower held by each Lender in accordance with Section 2.07. Promptly following receipt its respective Share of any Commitments with respect to such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02Loan.

Voluntary Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to time, voluntarily prepay any Borrowing the Loans in whole or in partpart (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, subject (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days prior notice in accordance with the provisions to any date of Section 2.09(a)(ii). prepayment and (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), shall be in an aggregate principal amount of at least the lesser of (iA) in $5,000,000 and (B) the case entire principal amount of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentLoans then outstanding. Each such notice shall be irrevocable and (a “Voluntary Prepayment Notice”) shall specify the prepayment date of such prepayment, the amount of principal being prepaid and the principal amount of each Borrowing or portion thereof applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be prepaiddue and payable on such date; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated Voluntary Prepayment Notice delivered by Section 2.07, then Borrower may state that such notice is conditioned upon the effectiveness of prepayment certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such notice conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of termination is revoked the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.026.12.

Voluntary Prepayments. (i) The Borrower shall have the right at any time and its option from time to time to prepay any Borrowing the Loan in whole or part on the dates set forth below without premium or penalty (except as provided in partthis Section below and/or in Section 5.1 hereof): (a) on any Business Day with respect to any portion of the Loan to which the Base Rate Option applies; (b) on the last day of the applicable Interest Period with respect to any portion of the Loan to which a LIBOR Rate Option applies; or (c) on the date specified in a notice by any Lender pursuant to Sections 5.2(c), subject (d) or (e) hereof, with respect to prior notice in accordance with any portion of the provisions of Section 2.09(a)(ii)Loan to which a LIBOR Rate Option applies. (iid) The Whenever the Borrower desires to prepay all or any portion of the Loan, it shall notify provide a prepayment notice to the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City Pittsburgh, Pennsylvania time, at least three (3) Business Days before prior to the date of prepayment setting forth the date, which shall be a Business Day, on which the proposed prepayment is to be made, a statement indicating the application of the prepayment between the portions of the Loan to which the Base Rate Option applies and to which the LIBOR Rate Option applies, including, with respect to the LIBOR Rate Option, the applicable Borrowing Tranche to which such prepayment applies, and the total principal amount of such prepayment, which shall not be less than $100,000. All prepayment notices shall be irrevocable; provided, however, that any prepayment notice given in connection with a refinancing of the Loan by an independent third party may be revoked by Borrower if the independent third party elects not to close the proposed refinancing of the Loan. The principal amount of the portion of the Loan for which a prepayment notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Any prepayment hereunder shall be subject to the Borrower’s obligation to indemnify the Lenders under Section 5.1(c). (e) So long as no Event of Default or Default then exists, in the event any Lender (i) gives notice under Sections 5.2(c), (d) or (e) or Section 5.1 hereof, (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepaymentbecomes a Defaulting Lender, or (iii) becomes subject to the control of an Governmental Authority (other than normal and customary supervision), then the Borrower shall have the right at its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to prepay such Lender’s Pro Rata Share of the outstanding balance of the Loan in whole, together with all interest accrued thereon, and terminate such Lender’s Commitment within ninety (90) days after (x) receipt of such Lender’s notice under Sections 5.2(c), (d) or (e) or Section 5.1 hereof, or (y) the case of prepayment date such Lender becomes a Defaulting Lender, or (z) the date such Lender became subject to the control of a Swingline LoanGovernmental Authority, not later than 1:00 p.m.as applicable; provided that the Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.1 and any accrued interest due on such amount and any related fees; and provided, New York City timefurther, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 12.10. (f) Each Lender agrees that upon the occurrence of any event giving rise to increased costs or other special payments under Sections 5.2(c), (d) or (e) or Section 5.1 hereof with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any portion of the Loan affected by such event, provided that such designation is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the date object of prepaymentavoiding the consequence of the event giving rise to the operation of such section. Each such notice Nothing in this Section 2.4 shall affect or postpone any of the obligations of any Loan Party or the rights of the Administrative Agent or any Lender provided in this Agreement. (g) All payments permitted pursuant to this Section 2.4 shall be irrevocable and shall specify the prepayment date and applied to the principal amount of each the Loan among the Borrowing or portion thereof Tranches as are designated by the Borrower in writing. In the event Borrower fails to specify the how any such payment is to be prepaid; provided thatapplied, if a notice of prepayment is given Administrative Agent may apply such amounts as Administrative Agent may determine in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in its discretion. In accordance with Section 2.07. Promptly following receipt of 5.1(c) hereof, the Borrower shall indemnify the Lenders for any loss, cost or expense, including incurred with respect to any such notice relating prepayments applied against any portion of the Loan subject to a Borrowing, LIBOR Rate Option on any day other than the Administrative Agent shall advise the Lenders last day of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02applicable Interest Period.

Voluntary Prepayments. (ia) The Any Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions paragraph (b) of Section 2.09(a)(ii)this Section. (iib) The Borrower applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such requesttelecopy) of any prepayment under this Section 2.09(a), hereunder (other than a prepayment of a Swingline Loan) (i) in the case of prepayment of a Eurodollar Eurocurrency Revolving Borrowing, not later than 1:00 p.m., New York City timeLocal Time, three (3) Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 1:00 p.m., New York City Chicago time, on the date of prepayment, or (iii) in the case of . Any prepayment of a Swingline Loan, Loan must be made not later than 1:00 p.m., New York City Chicago time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.

Voluntary Prepayments. (iSubject to the payment of any prepayment premium as required under Section 2.07(d), the exit fee required under Section 2.10(b) The Borrower shall have and any other fees or amounts payable hereunder at such time, the right at any time and from time US Issuer may, upon notice to time to the Purchasers, voluntarily prepay any Borrowing the Initial Notes issued by it and/or the Delayed Draw Notes, in each case, in whole or in part, subject and the Norwegian Issuer may, upon notice to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify Purchasers, voluntarily prepay the Administrative Agent (andInitial Notes issued by it, in the case of prepayment of Swingline Loanswhole or in part; provided, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a)that, (i) in the case of prepayment of a Eurodollar Borrowing, such notice must be received not later than 1:00 p.m., New York City 11:00 a.m. (Eastern time, ) three (3) Business Days before prior to the date of prepayment and (ii) any such prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the case entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. The relevant Issuer shall make such prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such a notice expressly states that it is conditioned upon the effectiveness of prepaymentother credit facilities or the closing of a specified transaction, such notice may be revoked by the relevant Issuer (by written notice to the Purchasers on or prior to the specified effective date) if such condition is not satisfied. Any prepayment pursuant to this Section 2.07(a) shall be accompanied by (iiix) all accrued interest on the principal amount of the Notes prepaid, (y) the prepayment premium required under Section 2.07(d) and the exit fee required under Section 2.10(b) in respect of the case of prepayment of a Swingline LoanNotes so prepaid and (z) all fees, not later than 1:00 p.m.costs, New York City timeexpenses, on indemnities and other amounts due and payable hereunder at the date time of prepayment. Each such notice prepayment shall be irrevocable applied first to all costs, expenses, indemnities and shall specify the other amounts due and payable hereunder, then to payment of default interest, if any, then to payment of prepayment date premium required by Section 2.07(d) and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments exit fee as contemplated by required under Section 2.072.10(b), then such notice to payment of prepayment may be revoked if such notice accrued interest and thereafter to the payment of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02principal.

Voluntary Prepayments. (i) The Borrower shall have the right at At any time and from time to time time, the Borrowers may, without premium or penalty (other than as set forth in Section 2.12(c)) but subject to compliance with the conditions set forth in this Section 2.12(a) and Section 2.17(c), prepay any Borrowing on any Business Day in whole or in part; provided that each such partial voluntary prepayment of any Borrowing shall be in an aggregate minimum principal amount of US$5,000,000 and integral multiples of US$1,000,000 in excess of such amount, subject or such lesser amount that is equal to prior notice in accordance with the provisions remaining principal amount outstanding of Section 2.09(a)(ii)the applicable Borrowing. (ii) The Borrower To make a voluntary prepayment pursuant to Section 2.12(a)(i), the Company, on behalf of the applicable Borrower, shall notify the Administrative Agent not later than 12:00 p.m. (andNew York City time) (A) at least one Business Day prior to the date of prepayment, in the case of prepayment of Swingline LoansBase Rate Borrowings, or (B) at least three Business Days prior to the Swingline Lender) by telephonic notice (promptly confirmed by hand deliverydate of prepayment, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentRate Borrowings. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Borrowings pursuant to Section 2.07, then 2.12(a)(i) may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked rescinded by the Company (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents applicable Class of the details thereof. Each partial voluntary prepayment of any a Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02accordance with their applicable Pro Rata Shares.

Voluntary Prepayments. The Loans (isubject to clauses (b) The Borrower shall have the right at any time and from time to time to prepay any Borrowing (c) below) may be repaid in whole or in part, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). part without premium or penalty (ii) The Borrower shall notify the Administrative Agent (andexcept, in the case of prepayment of Swingline Loans other than Base Rate Loans and Daily Simple SOFR Loans, amounts payable pursuant to Section 3.05); provided that (A) notice thereof must be received by the Swingline LenderAdministrative Agent by (I) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, p.m. at least three (3) Business Days before prior to the date of prepayment with respect to Term SOFR Loans, (iiII) in 1:00 p.m. at least one (1) Business Day prior to the case date of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, with respect to Base Rate Loans and (III) noon on the date of prepaymentprepayment with respect to Daily Simple SOFR Loans, or and (iiiB) any such prepayment shall be in the case of prepayment of a Swingline Loansame minimum amounts as provided for Borrowings in Section 2.02(a), not later than 1:00 p.m.or, New York City timein each case, on the date of prepaymententire remaining principal amount thereof, if less. Each such notice of voluntary repayment hereunder shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof prepayment and the Loans and Types of Loans which are to be prepaid; provided thatprovided, if a that such notice of prepayment is given repayment (i) in connection with a conditional notice of termination refinancing of the Aggregate Commitments as contemplated by Section 2.07entire outstanding principal amount of, then and all accrued but unpaid interest on, the Loans may be contingent upon the closing of such refinancing; or (ii) may state that it is conditioned upon such other specified transaction, in which case such notice of prepayment may be revoked if such by the Borrower by written notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise prior to the specified due date of such prepayment. The Administrative Agent will give prompt notice to the applicable Lenders of any prepayment on the contents thereofLoans and the Lender’s interest therein. Each partial prepayment Prepayments of any Borrowing SOFR Loans hereunder shall be in an amount that would accompanied by accrued interest thereon and prepayments of Term SOFR Loans hereunder shall be permitted in the case of an advance of a Borrowing of the same Type as provided in accompanied by breakage amounts, if any, under Section 2.023.05.

Voluntary Prepayments. (ia) The Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic written or fax notice (or telephone notice promptly confirmed by hand delivery, facsimile transmission written or electronic mail of such request) of any prepayment under this Section 2.09(a), (ifax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of a Eurodollar BorrowingABR Loans, not later than 1:00 p.m.to the Administrative Agent before 12:00 noon, New York City time; provided, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowinghowever, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of that each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would is an integral multiple of $1,000,000 and not less than $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion). All voluntary prepayments, including all optional prepayments under this Section 2.12 shall be permitted subject to Section 2.16, but otherwise without premium (except as set forth in Section 2.12(d)) or penalty. Any such notice of prepayment pursuant to this Section 2.12(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable to the Administrative Agent (in each case by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or the satisfaction of such condition is delayed. (b) Voluntary prepayments of any Class of outstanding Loans shall be applied to such Classes of Loans as the Borrower may direct, or in the absence of direction, ratable among the Classes, and thereafter to the remaining amortization payments under such Class, as the Borrower may direct, and in the absence of such direction, in direct order of maturity thereof. (c) Notwithstanding anything in any Loan Document to the contrary, so long as no Specified Event of Default has occurred and is continuing or would result from such prepayment, the Borrower may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently cancelled immediately upon such prepayment) on the following basis: (i) The Borrower 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 of an advance made in accordance with this Section 2.12(c). (A) The Borrower may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Manager with three (3) Business Days’ notice in the form of a Borrowing Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the same Type as provided in Section 2.02.Borrower, to (x) each

Voluntary Prepayments. (i) The Borrower shall have the right Borrowers may, at any time and from time to time to time, prepay any Borrowing the outstanding principal amount of the Term Loans in whole or in part; provided, subject however, that if any prepayment of any Borrowing of Eurodollar Rate Loans is made by the Borrowers other than on the last day of an Interest Period for such Borrowing, the Borrowers shall also pay any amounts owing pursuant to Section 2.17(e); provided, further, that each partial prepayment shall be in an aggregate principal amount that is an integral multiple of $1,000,000.00. Upon the giving of such notice of prepayment, the principal amount of Term Loans specified to be prepaid shall become due and payable on the date specified for such prepayment; provided that a notice of prepayment of the outstanding principal amount of the Term Loans in whole or in part may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing transactions, and if any notice so states it may be revoked by the Borrowers by notice to the Term Loan Administrative Agent on or prior to the date specified for such prepayment that the refinancing condition has not been met and the notice of such prepayment is to be revoked (it being understood that any Term Loans outstanding at the time of such notice or drawn thereafter will, upon such revocation, be continued as Base Rate Loans and, thereafter, may be converted to Eurodollar Rate Loans pursuant to Section 2.14). All voluntary prepayments of Term Loans made hereunder shall be applied as directed by the Borrowers, or, in accordance with the provisions case of Section 2.09(a)(ii)no direction, in direct order of maturity. (ii) The Borrower shall notify Borrowers may, at any time, prepay the Administrative Agent (andoutstanding principal amount of the Revolving Loans in whole or in part; provided, in the case of however, that if any prepayment of Swingline Loansany Borrowing of Eurodollar Rate Loans is made by the Borrowers other than on the last day of an Interest Period for such Borrowing, the Swingline Lender) by telephonic notice (promptly confirmed by hand deliveryBorrowers shall also pay any amounts owing pursuant to Section 2.17(e); provided, facsimile transmission or electronic mail further, that each partial prepayment shall be in an aggregate principal amount that is an integral multiple of $1,000,000.00. Upon the giving of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date notice of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof Revolving Loans specified to be prepaidprepaid shall become due and payable on the date specified for such prepayment; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then outstanding principal amount of the Revolving Loans in whole or in part may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities or other financing transactions, and if any notice so states it may be revoked if by the Borrowers by notice to the Revolving and LC Administrative Agent on or prior to the date specified for such prepayment that the refinancing condition has not been met and the notice of such prepayment is to be revoked (it being understood that any Revolving Loans outstanding at the time of such notice of termination is revoked in accordance with or drawn thereafter will, upon such revocation, be continued as Base Rate Loans and, thereafter, may be converted to Eurodollar Rate Loans pursuant to Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.022.14).

Voluntary Prepayments. (i) The Borrower shall have the right may at any time and from time to time to prepay any Borrowing the Loans, in whole or in part, without premium or penalty, upon irrevocable (subject to prior Section 2.11(a)(ii)) notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify delivered to the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not no later than 1:00 p.m.11:00 A.M., New York City time, three (3) Business Days before the date of prepayment (ii) prior thereto, in the case of prepayment of an ABR BorrowingEurodollar Loans, not and no later than 1:00 p.m.11:00 A.M., New York City time, on the date of prepaymentone Business Day prior thereto, or (iii) in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided that if a Swingline LoanEurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, not later than 1:00 p.m., New York City time, the Borrower shall also pay any amounts owing pursuant to Section 2.16 on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following Upon receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents promptly notify each relevant Lender thereof. Each partial prepayment If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of any Borrowing Loans that are ABR Loans) accrued and unpaid interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount that would be permitted of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof (or, in the case of an advance event of a Borrowing prepayment in full of the same Type Construction Loans, the Term Loans, the Revolving Loans, and the Revolving L/C Loans, an amount equal to the outstanding principal amount of such Loans being prepaid). (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.11(a)(i) if such prepayment would have resulted from, or been made in connection with, a sale of all or substantially all of the Borrower’s assets or the direct or indirect Equity Interests of the Borrower or a refinancing of all or a part of the Construction Facility, the Term Facility, or the Revolving Facility, which sale or refinancing shall not be consummated or shall otherwise be delayed. (iii) Notwithstanding anything to the contrary contained in this Agreement and on and following the Closing Date, no voluntary prepayment of any Construction Loans pursuant to this Section 2.11 shall be made unless a voluntary prepayment on a pro rata basis of “Construction Loans” and, solely following prepayment in full of the “Construction Loans”, “Vista Expansion Loans” under and as provided defined in the Bolt Credit Agreement is made concurrently on a pro rata basis. Notwithstanding anything to the contrary contained in this Agreement and on and following the Closing Date, no voluntary prepayment of any Term Loans pursuant to this Section 2.022.11 shall be made unless a voluntary prepayment of “Term Loans” under and as defined in the Bolt Credit Agreement is made concurrently on a pro rata basis.

Voluntary Prepayments. (i) The Borrower shall have may, upon delivery of a Notice of Prepayment and/or Reduction / Termination of Commitments to the right Lender, at any time and or from time to time to time, voluntarily prepay any Borrowing Delayed Draw Term Loans (in whole or in part, without premium or penalty, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a3.05), provided, that: (iA) in such notice must be received by the case of prepayment of a Eurodollar Borrowing, Lender not later than 1:00 p.m., New York City time, 11:00 a.m. (I) at least three (3) Business Days before prior to any date of prepayment of Eurodollar Rate Loans, and (II) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of Two Million Dollars ($2,000,000), or in a whole multiple of One Million Dollars ($1,000,000) in excess thereof (or, if less, the case of entire principal amount thereof then outstanding); and (C) any prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date Base Rate Loans shall be in a principal amount of prepaymentOne Million Dollars ($1,000,000), or in a whole multiple of Five-Hundred Thousand Dollars (iii$500,000) in excess thereof (or, if less, the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymententire principal amount thereof then outstanding). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Type(s) of Loans to be prepaid; provided that, . Subject to payment of breakage costs (if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked any) in accordance with Section 2.07. Promptly following receipt of 3.05, any such notice relating delivered by the Borrower may be conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower (by notice to a Borrowingthe Lender on or prior to the specified effective date) if such condition is not satisfied. If such notice is given by the Borrower, the Administrative Agent Borrower shall advise make such prepayment and the Lenders of payment amount specified in such notice shall be due and payable on the contents thereofdate specified therein, subject to any condition specified in such notice. Each partial Any prepayment of any Borrowing a Eurodollar Rate Loan shall be in an accompanied by all accrued interest on the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in prepaid, together with any additional amounts required pursuant to Section 2.023.05.

Voluntary Prepayments. (i) The Borrower shall have may, upon the right delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time and or from time to time to voluntarily prepay any Borrowing Revolving Loans and/or the Term Loans in whole or in partpart without premium or penalty; provided, subject to prior that, unless otherwise agreed by the Administrative Agent, (A) such notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify must be received by the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, 10:00 a.m. three (3) Business Days before prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidBase Rate Loans; provided that, further that if a such notice of prepayment indicates that such prepayment is given in connection to be funded with the proceeds of a conditional notice refinancing or is otherwise conditioned upon the effectiveness of termination of the Aggregate Commitments as contemplated by Section 2.07one or more other events specified therein, then such notice of prepayment may be revoked or deferred if the financing is not consummated or such other conditions are not satisfied (or if such financing or other conditions are delayed); (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (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 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); 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 termination such prepayment and the Type(s) and Class(es) of Loans to be prepaid and, if 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 Applicable Percentage of such prepayment. If such notice is revoked 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 Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02their respective Applicable Percentages.

Voluntary Prepayments. (i) The Any Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of this Section 2.09(a)(ii2.11(a). (ii) . The Borrower applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline LoansLoan, the Swingline Lender) by telephonic notice telephone (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such requesttelecopy) of any prepayment under this Section 2.09(a), hereunder (iA) in the case of prepayment of a Eurodollar Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 1:00 p.m.12:00 noon, New York City timeLocal Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars or a BA Equivalent Borrowing) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment prepayment, (iiB) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, on the date of prepayment, prepayment or (iiiC) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m.12:00 noon, New York City timeLocal Time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, (x) if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09 and (y) a notice of prepayment of Loans 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 Company or applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders under the 2021 Revolving Facility, 2023 Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and Class as provided in Section 2.02. Each prepayment of a 2021 Revolving Borrowing shall be applied ratably to the 2021 Revolving Loans included in the prepaid Borrowing. Each prepayment of a 2023 Revolving Borrowing shall be applied ratably to the 2023 Revolving Loans included in the prepaid Borrowing. Each prepayment of a Tranche A-1 Term Loan Borrowing or Tranche A-2 Term Loan Borrowing under this Section 2.11(a) shall be applied against the remaining installments of principal due with respect to Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, in the manner specified by the relevant Borrower or, if not so specified on or prior to the date of such prepayment, on a pro rata basis to the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, and ratably to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, included in the prepaid Borrowing and ratably against the remaining installments of principal due with respect to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16 (if any).

Voluntary Prepayments. (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with as follows: the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline LoansLoan, the Swingline Lender) by telephonic notice telephone (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such requesttelecopy) of any prepayment under this Section 2.09(a), hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 1:00 p.m.11:00 a.m., New York City Chicago, Illinois time, three (3) Business Days before the date of prepayment prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 1:00 p.m.11:00 a.m., New York City Chicago, Illinois time, on the date of prepayment, prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 4:00 p.m., New York City Chicago, Illinois time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Voluntary Prepayments. (ia) The Borrower shall have the right at any time and to prepay Loans in whole or in part from time to time on the following terms and conditions: (i) as a specifically negotiated requirement, additional consideration for providing the Loans, and an important economic provision upon which the Agents and the Lenders are relying, the Borrower shall deliver to prepay any Borrowing in whole or in partthe Administrative Agent written notice of the Borrower’s intent to make such prepayment and the amount of such prepayment, subject by 3:00 p.m. no less than five (5) Business Days prior to prior notice in accordance with the provisions date of Section 2.09(a)(ii).such prepayment, specifying the date on which such prepayment is to be made; (ii) The a notice delivered pursuant to Section 4.01(a)(i) shall be irrevocable, shall obligate the Borrower to prepay the amount specified in such notice on the date specified therein together with accrued interest thereon and the applicable Prepayment Premium, if any, all of which shall notify become due and payable on the Administrative Agent (andprepayment date set forth in such notice; provided that notwithstanding the foregoing any such voluntary prepayment occurring as a result of a Change of Control, a refinancing of the Obligations or another material transaction specified in the case relevant notice may be conditional upon the closing of any such transaction; (iii) each partial prepayment of any Loans shall be in a multiple of $50,000 and in an aggregate principal amount of at least $250,000; (iv) each prepayment of Loans pursuant to this Section 4.01 on any day other than the last day of the applicable Interest Period shall be subject to compliance by the Borrower with the applicable provisions of Section 2.07; and (v) on the date of prepayment of Swingline Loansany Loan pursuant to this Section 4.01, the Swingline LenderBorrower shall pay to the Administrative Agent, for the benefit of the Lenders, the applicable Prepayment Premium, if any. (b) by telephonic notice Each prepayment pursuant to this Section 4.01 shall be applied pro rata to the Loans (promptly confirmed by hand deliveryand pro rata among and within each Class of Loans) based on the outstanding principal amounts thereof. (c) Notwithstanding anything in Section 4.01(a) to the contrary, facsimile transmission if any Lenders decline all or electronic mail of such request) any portion of any prepayment under this mandatory payment in accordance with Section 2.09(a)4.05, (i) in the case of any voluntary prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, the applicable Loans that occurs within three (3) Business Days before of the date that the applicable Lenders decline such mandatory prepayment in an amount equal to such declined proceeds, shall: (i) be excluded from the notice and minimum amount requirements of prepayment Sections 4.01(a)(i) and 4.01(a)(iii), and (ii) in be applied to reduce the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date Loans and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount Prepayment Premium that would be permitted in the case of an advance of have been applicable to such amount if accepted as a Borrowing of the same Type as provided in mandatory prepayment under Section 2.024.02(a).

Voluntary Prepayments. (i) The Borrower shall have may, at its option, subject to Section 2.4(a)(ii) below, prepay the right Term Loans, without premium or penalty, in full at any time and or in part from time to time time, by notifying the Administrative Agent in writing at least one Business Day prior to prepay the proposed prepayment date, in the case of Loans consisting of ABR Advances, and at least three Business Days prior to the proposed prepayment date, in the case of Loans consisting of Eurodollar Advances, specifying the Term Loans to be prepaid, whether such Loans consist of ABR Advances, Eurodollar Advances, or a combination thereof, the amount to be prepaid and the date of prepayment. Such notice shall be irrevocable and the amount specified in such notice shall be due and payable on the date specified, together with accrued interest to the date of such payment on the amount prepaid. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Each partial prepayment made pursuant to this subsection of Term Loans (when added to the prepayment of the Revolving Credit Term Tranche Loans required by Section 2.4(a)(ii) below) shall be in an aggregate principal amount of $1,000,000 or such amount plus a whole multiple of $250,000 in excess thereof (or, if less, the outstanding principal balance of the Revolving Credit Term Tranche Loan and Term Loans being prepaid). After giving effect to any Borrowing in whole partial prepayment with respect to Eurodollar Advances that were made (whether as the result of a borrowing or in parta conversion) on the same date and that had the same Interest Period, the outstanding principal amount of such Eurodollar Advances shall equal (subject to prior notice Section 2.5) $5,000,000 or such amount plus a whole multiple of $500,000 in accordance with the provisions of Section 2.09(a)(ii)excess thereof. (ii) The Borrower shall notify the Administrative Agent may not (and, in the case of x) make a voluntary prepayment of Swingline Loansthe Term Loans pursuant to Section 2.4(a)(i) unless, concurrently with such prepayment, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail Borrower makes a voluntary prepayment of such requestthe Revolving Credit Term Tranche Loans pursuant to Section 2.7(a) of any the Revolving Credit Facility or (y) make a voluntary prepayment under of the Revolving Credit Term Tranche Loans pursuant to Section 2.7(a) of the Revolving Credit Facility unless, concurrently with such prepayment, the Borrower makes a voluntary prepayment of the Term Loans pursuant to this Section 2.09(a2.4(a), . Such prepayments shall be in an amount equal to (iA) in the case of the Revolving Credit Term Tranche Loans, the aggregate amount of such voluntary prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three the Revolving Credit Term Tranche Loans and Term Loans multiplied by the Revolver Prepayment Fraction and (3) Business Days before the date of prepayment (iiB) in the case of the Term Loans, the aggregate amount of such voluntary prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in Revolving Credit Term Tranche Loans and Term Loans multiplied by the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02Term Prepayment Fraction.

Voluntary Prepayments. (i) The Borrower shall have the right at any time and from From time to time time, the Company may, without premium or penalty but subject to compliance with the conditions set forth in this Section 11.13(a) and with Section 11.13(c), prepay any Borrowing the Discretionary Draw Advance in whole or in part, subject in each case, pursuant to prior notice the Discretionary Draw Election Reports as described in accordance with the provisions of Section 2.09(a)(ii11.13(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of To make a voluntary prepayment of Swingline Loanspursuant to Section 11.13(a), the Swingline Lender) by telephonic notice (promptly confirmed by hand deliveryCompany shall deliver, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a)via e-mail, (i) in the case of prepayment of a Eurodollar Borrowing, to Aron not later than 1:00 p.m., 4:00 p.m. (New York City time, three (3) on the immediately preceding Business Days before Day prior to the proposed date of prepayment (ii) in of the case of prepayment of an ABR BorrowingDiscretionary Draw Advance or any portion thereof, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and Discretionary Draw Election Report which shall specify the prepayment date (which shall be a Business Day) and the total principal amount of the Discretionary Draw Advance then outstanding, after giving effect to any prepayment thereof requested to be made on such prepayment date, to be calculated in accordance with Schedule C. The request for such prepayment under such Discretionary Draw Election Report shall be irrevocable, and the principal amount of each Borrowing or portion thereof to be prepaidthe Discretionary Draw Advance specified therein shall become due and payable on the prepayment date specified therein; provided thatthat any request for prepayment under the related Discretionary Draw Election Report pursuant to this Section 11.13(a)(ii) may state that such request is conditioned upon the occurrence of one or more events specified therein, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then which case such notice of prepayment may be revoked rescinded by the Company (by written notice to Aron on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02not satisfied.

Voluntary Prepayments. (ia) The Borrower shall have may, prior to 11:00 A.M. Dallas, Texas time, upon at least three Business Days' written notice by the right at Borrower to the Administrative Agent in the case of Eurodollar Loans, and prior to 9:00 A.M. Dallas, Texas time, upon two Business Days' written notice on any time and from time to time to Business Day in the case of Base Rate Loans, prepay any Borrowing Revolving Loans and/or Term B Loans, as the Borrower may elect, in whole or in part, subject to prior notice in accordance with the provisions amounts of Section 2.09(a)(ii)$1,000,000 or an integral multiple of $500,000 in excess thereof. (iib) Any notice of prepayment delivered pursuant to this Section 2.06 shall specify the date and amount of such prepayment, whether the prepayment is to be made with respect to Revolving Loans and/or Term B Loans and the Type of Loans to be prepaid. The Administrative Agent will promptly notify each affected Bank thereof and of such Bank's pro rata portion of such prepayment. If such notice is given by the Borrower and not withdrawn, the Borrower shall notify make such prepayment, and the Administrative Agent (and, payment amount specified in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic such notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City timeshall be due and payable, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, specified therein together with accrued interest to each such date on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date amount prepaid and the principal amount of each Borrowing or portion thereof amounts, if any, required pursuant to Section 4.04; provided that interest to be prepaid; provided that, if a notice of prepayment is given paid in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing Base Rate Loans (other than a prepayment in full) shall instead be paid on the next occurring Interest Payment Date. (c) Any prepayment of Term B Loans pursuant to this Section 2.06 shall be in an amount that would applied to the remaining scheduled installments of Term B Loans to be permitted in made pursuant to Section 2.08(a) pro rata (based on the case then remaining amounts of an advance of a Borrowing of the same Type as provided in Section 2.02such remaining installments).

Voluntary Prepayments. (i) The Borrower shall have the right at any time and to prepay Loans without premium or penalty, in whole or in part from time to time to prepay any Borrowing in whole or in part, subject to prior notice on the following terms and conditions and in accordance with the provisions of Section 2.09(a)(ii).5.2(f): (iia) The the Borrower shall notify give the Administrative Agent at the Administrative Agent’s Office written notice (andor telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of prepayment of Swingline SOFR Loans) the specific Borrowing(s) being prepaid, which notice shall be given by the Swingline LenderBorrower no later than 1:00 p.m. (New York City time) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City timeSOFR Loans, three (3) U.S. Government Securities Business Days before prior to the date of such prepayment and (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, Loans on the date of prepayment, or such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (iiib) in the case of each partial prepayment of (i) SOFR Loans shall be in a Swingline Loan, not later than 1:00 p.m., New York City minimum amount of $500,000 and in multiples of $100,000 in excess thereof or a lesser amount to the extent such lesser amount represents the entire aggregate outstanding SOFR Loans at such time, and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof or a lesser amount to the extent such lesser amount represents the entire aggregate outstanding ABR Loans at such time; provided that no partial prepayment of SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such SOFR Loans; and (c) any prepayment of SOFR Loans pursuant to this Section 5.1 on any day other than the date last day of prepaymentan Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of, including any breakage costs as set forth in, Section 2.11. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Type of Loans to be prepaid; provided that, if a notice of prepayment is given . At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loans of a conditional notice of termination of Defaulting Lender. Notwithstanding anything to the Aggregate Commitments as contemplated by Section 2.07contrary contained in this Agreement, then any such notice of prepayment pursuant to Section 5.1 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities or other transactions), in which case such notice may be revoked if such by the Borrower (by written notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise on or prior to the specified effective date) if such condition is not satisfied. The Borrower may repay Revolving Loans without having to ratably repay Term Loans and, subject to Section 5.2(f), may repay Term Loans without having to ratably repay Revolving Loans; provided that any repayments of Revolving Loans must be repaid ratably among Revolving Lenders and any voluntary repayments of Term Loans must be repaid ratably among the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02Term Lenders.

Voluntary Prepayments. (i1) The Borrower Loans shall have the right at any time and from time to time to prepay any Borrowing be prepaid in whole or in part, subject part on each Quarterly Payment Date to prior notice the extent required in accordance with the provisions of Section 2.09(a)(ii)Article IX. (ii2) The Borrower shall notify Without limiting clause (1) above, the Administrative Agent (and, Loans may be prepaid in whole or in part on each Quarterly Payment Date at the case of Borrower’s election to the extent provided in Section 9.1(a)(i)(I). Each such prepayment of Swingline Loans, the Swingline Lender) by telephonic Loans may be made with not less than three Business Days’ prior written notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in thereof to the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Agents and KBRA. (3) Notwithstanding anything to the contrary contained herein, but subject to the requirement that no Default or Event of Default has occurred and is continuing or will result after giving effect thereto, the Borrower, may at any time during and after the Reinvestment Period, up to two times in any calendar month (or such additional amount as agreed to by the Blackstone Asset Based Finance Representative), upon at least three Business Days before Days’ notice to the date Blackstone Asset Based Finance Representative, Agents and KBRA, prepay without penalty or premium (other than as set forth in Section 2.7(a)(4)) all or any portion of prepayment (iithe Loans then outstanding on any Business Day that is not a Quarterly Payment Date by paying the principal amount to be prepaid and any amounts due pursuant to Section 2.9. Prepayments of Loans pursuant to this Section 2.7(b)(3) in shall not be subject to the case Priority of Payments. Each prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on any Loan by the date of prepayment, Borrower pursuant to Section 2.7(b)(2) or (iii3) shall in each case be in a principal amount of at least $2,500,000 or a whole multiple of $100,000 in excess thereof or, if less, the case entire outstanding principal amount of the Loans. If a notice of such prepayment of a Swingline Loanis given by the Borrower, not later than 1:00 p.m., New York City time, on the date of prepayment. Each Borrower shall make such prepayment and the payment amount specified in such notice shall be irrevocable due and payable on the date specified therein. Each notice of such prepayment under Section 2.7(b) shall be effective upon receipt and shall specify be dated the prepayment date such notice is being given, signed by an Authorized Officer of the Borrower and the principal amount otherwise appropriately completed. Upon receipt of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of from the Aggregate Commitments as contemplated by Borrower pursuant to Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing2.7(b), the Administrative Agent shall advise promptly notify each Lender and the Lenders Blackstone Asset Based Finance Representative of the contents thereofthereof and of such ▇▇▇▇▇▇’s ratable share (if any) of such prepayment. Each partial Notices of prepayment of any Borrowing shall thereafter be in an amount that would be permitted revocable by the Borrower no later than 10:00 a.m. (New York City time) three Business Days (in the case of an advance prepayments under Section 2.7(b)(2)) or one Business Day (in the case of a Borrowing prepayments under Section 2.7(b)(3)) before the date set forth by the Borrower in the applicable notice of prepayment as the same Type as provided in Section 2.02prepayment date. Upon the expiration of such time period, the notice of prepayment shall be irrevocable.

Voluntary Prepayments. (iSubject to the payment of any repayment premium as required under Section 2.03(d), the exit fee required under Section 2.07(b) The and any other fees or amounts payable hereunder at such time, the Borrower shall have may, upon written notice from the right at any time and from time Borrower to time to the Administrative Agent, voluntarily prepay any Borrowing the Loans, in Dollars, in whole or in part; provided, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a)that, (i) in the case of prepayment of a Eurodollar Borrowing, such notice must be received not later than 1:00 p.m., New York City time, 11:00 a.m. three (3) Business Days before prior to the date of prepayment and (ii) any such prepayment shall be in a principal amount of $2,500,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymententire principal amount thereof then outstanding). Each such notice shall be irrevocable and shall specify the prepayment 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, if such notice expressly states that it is conditioned upon the effectiveness of other credit facilities or the closing of a specified transaction, such notice may be revoked by the Borrower (by notice in writing to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment pursuant to this Section 2.03(a) shall be accompanied by (x) all accrued and unpaid interest on the principal amount of the Loans prepaid, (y) the repayment premium required under Section 2.03(d) (if applicable) and the exit fee required under Section 2.07(b) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. The principal component of each Borrowing or portion such prepayment of the Loans shall be applied to the principal repayment installments thereof to be prepaid; provided thatunder Section 2.05 as elected by the Borrower in writing (or, if a notice not so elected in the direct order of maturity). Each such prepayment is given in connection with a conditional notice of termination shall be applied to the Loans of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders their respective Applicable Percentages in respect of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02Term Facility.

Voluntary Prepayments. (iSubject to the payment of any prepayment premium as required under Section 2.03(d) The and any other fees or amounts payable hereunder at such time, the Borrower shall have may, upon notice from the right at any time and from time Borrower to time to the Administrative Agent, voluntarily prepay any Borrowing the Loans, in whole or in part; provided, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a)that, (i) in the case of prepayment of a Eurodollar Borrowing, such notice must be received not later than 1:00 p.m., New York City time, 11:00 a.m. three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on prior to the date of prepayment, or (ii) any such prepayment shall only be made on an Interest Payment Date (it being understood that the requirement set forth in this sub-clause (ii) shall not be applicable to any voluntary prepayment in full of the aggregate Outstanding Amount of the Loans in connection with a Facility Termination Date) and (iii) any such prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the case 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 of a Swingline Loan, not later than 1:00 p.m., New York City time, 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 indicate that such prepayment is conditioned upon the consummation of a refinancing of this Agreement, capital raising or a particular Disposition or the occurrence of a Change of Control and may be revoked by the Borrower in the event such refinancing or other transaction is not consummated, and if so revoked, such prepayment shall not be due and payable. Any prepayment pursuant to this Section 2.03(a) shall be accompanied by (x) all accrued interest on the principal amount of the Loans prepaid, (y) the prepayment premium required under Section 2.03(d) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such notice prepayment shall be irrevocable and shall specify applied ratably to the prepayment date Term A Facility, the Term B-1 Facility, the Term B-2 Facility, the Term B-3 Facility, the Term B-4 Facility and the principal amount of each Borrowing or portion thereof Term C Facility. Each such prepayment shall be applied to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination the Loans of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.07. Promptly following receipt their respective Applicable Percentages in respect of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders each of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02relevant Facilities.

Voluntary Prepayments. (i) The Borrower shall have may, upon notice from the right Borrower to the Administrative Agent in the form of a written Prepayment Notice, at any time and or from time to time to voluntarily prepay any Borrowing the Term Loans in whole or in part, subject to prior notice in accordance with part without premium (except as otherwise set forth below) or penalty; provided that (x) such Prepayment Notice shall contain the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify information required by the immediately succeeding sentence and must be received by the Administrative Agent not later than 12:00 p.m. (and, in the case A) three Business Days prior to any date of prepayment of Swingline Eurodollar Rate Loans, and (B) on the Swingline Lenderdate of prepayment of Base Rate Loans; (y) by telephonic notice any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (promptly confirmed by hand deliveryor, facsimile transmission if less, the entire principal amount thereof then outstanding); and (z) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or electronic mail a whole multiple of $250,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such Prepayment Notice shall specify the date and amount of such requestprepayment and the Type(s) of Term Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such ▇▇▇▇▇▇’s Pro Rata Share of such prepayment. If such Prepayment Notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such Prepayment Notice shall be due and payable on the date specified therein, except that any prepayment under this Section 2.09(asuch Prepayment Notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), (i) in which case such notice may be revoked by the case Borrower on or prior to the date of prepayment if such condition is not satisfied. Any prepayment of a Eurodollar BorrowingRate Loan shall be accompanied by all accrued interest thereon, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymenttogether with any additional amounts required pursuant to Section 3.05. Each such notice prepayment shall be irrevocable and shall specify applied to the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination Loans of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.07their respective Pro Rata Shares. Promptly following receipt of any Each such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders prepayment of the contents thereof. Each partial prepayment of any Borrowing Term Loans shall be applied to the principal installments thereof under Section 2.07(b) as directed by the Borrower in an amount that would be permitted its sole discretion, and if no direction is given by the Borrower in the case direct order of an advance of a Borrowing of the same Type as provided in Section 2.02maturity.

Voluntary Prepayments. (iSubject to the payment of any repayment premium as required under Section 2.03(d), the exit fee required under Section 2.07(b) The and any other fees or amounts payable hereunder at such time, the Borrower shall have may, upon notice from the right at any time and from time Borrower to time to the Administrative Agent, voluntarily prepay any Borrowing the Loans, in whole or in part; provided, subject that, (i) such notice must be received not later than (A) 11:00 a.m. five (5) Business Days prior to the date of prepayment or (B) 11:00 a.m. ten (10) Business Days prior notice to the date of prepayment if (I) the “Fair Market Value Per Common Share” (as defined in the Conversion Instruments) as of the date of such notice, as determined in accordance with any of the provisions applicable clauses of Section 2.09(a)(ii). such definition, is greater than the “Conversion Price” (as defined in the Conversion Instruments) then in effect, and (II) any such prepayment shall be in such amount that would cause the “Maximum Conversion Amount” (as defined in the Conversion Instruments) available for conversion under any Conversion Instrument to be decreased after giving effect to such prepayment, (ii) The any such prepayment shall only be made on an Interest Payment Date (it being understood that the requirement set forth in this sub-clause (ii) shall not be applicable to any voluntary prepayment in full of the aggregate Outstanding Amount of the Loans in connection with a Facility Termination Date) and (iii) any such prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $500,000 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 notify make such prepayment and the Administrative Agent payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment pursuant to this Section 2.03(a) shall be accompanied by (w) all accrued interest on the principal amount of the Loans prepaid, (x) the repayment premium required under Section 2.03(d), (y) the exit fee required under Section 2.07(b) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such prepayment shall be applied (1) with respect to any such prepayment on or prior to June 30, 2026, ​ ​ first, to outstanding Term A Loans (if any), second, to outstanding Term B Loans (if any), third, to outstanding Term D Loans (if any), fourth, to outstanding Term E Loans (if any), fifth, to outstanding Term F Loans (if any), sixth, to outstanding Term G Loans (if any), seventh, to outstanding Term H Loans (if any), eighth, to outstanding Term I Loans (if any), ninth, to outstanding Term J Loans (if any), tenth, to outstanding Term K Loans (if any), eleventh, to outstanding Term L Loans (if any), twelfth, to outstanding Term M Loans (if any), thirteenth, to outstanding Term N Loans (if any), fourteenth, to outstanding Term O Loans (if any), fifteenth, to outstanding Term P Loans (if any), sixteenth, to outstanding Term Q Loans (if any), seventeenth, to outstanding Term R Loans (if any), eighteenth, to outstanding Term S Loans (if any), nineteenth, to outstanding Term T Loans (if any), twentieth, to outstanding Term U Loans (if any), twenty-first, to outstanding Term V Loans (if any), twenty-second, to outstanding Term W Loans (if any), twenty-third, to outstanding Term X Loans (if any), twenty-fourth, to outstanding Term Y Loans (if any), twenty-fifth, to outstanding Term Z Loans (if any), twenty-sixth, to outstanding Term AA Loans (if any), twenty-seventh, to outstanding Term BB Loans (if any), twenty-eighth, to outstanding Term CC Loans (if any) and twenty-ninth, to outstanding Term C Loans (if any) and (2) with respect to any such prepayment after June 30, 2026, first, to outstanding Term A Loans (if any), second, to outstanding Term B Loans (if any), third, to outstanding Term D Loans (if any), fourth, to outstanding Term E Loans (if any), fifth, to outstanding Term F Loans (if any), sixth, to outstanding Term G Loans (if any), seventh, to outstanding Term H Loans (if any), eighth, to outstanding Term I Loans (if any), ninth, to outstanding Term J Loans (if any), tenth, to outstanding Term K Loans (if any), eleventh, to outstanding Term L Loans (if any), twelfth, to outstanding Term M Loans (if any), thirteenth, to outstanding Term N Loans (if any), fourteenth, to outstanding Term O Loans (if any), fifteenth, to outstanding Term P Loans (if any), sixteenth, to outstanding Term Q Loans (if any), seventeenth, to outstanding Term R Loans (if any), eighteenth, to outstanding Term S Loans (if any), nineteenth, to outstanding Term T Loans (if any), twentieth, to outstanding Term U Loans (if any), twenty-first, to outstanding Term V Loans (if any), twenty-second, to outstanding Term W Loans (if any), twenty-third, to outstanding Term X Loans (if any), twenty-fourth, to outstanding Term Y Loans (if any), twenty-fifth, to outstanding Term Z Loans (if any), twenty-sixth, to outstanding Term AA Loans (if any), twenty-seventh, to outstanding Term BB Loans (if any), twenty-eighth, to outstanding Term CC Loans (if any) and twenty-ninth, to outstanding Term C Loans (if any), and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice this clause (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a2), (i) to the principal repayment installments of each such Loan in the case inverse order of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentwhen due. Each such notice prepayment shall be irrevocable and shall specify applied to the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination Loans of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.07. Promptly following receipt their respective Applicable Percentages in respect of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders each of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02relevant Facilities.

Voluntary Prepayments. (ia) The Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 noon, New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion). All voluntary prepayments, including all optional prepayments under this Section 2.12 shall be subject to Section 2.16, but otherwise without premium (except as set forth in Section 2.12(d)) or penalty. Any such notice of prepayment pursuant to this Section 2.12(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior notice to the specified effective date) if such condition is not satisfied. (b) Voluntary prepayments of any Class of outstanding Loans shall be applied to such Classes of Loans as the Borrower may direct, or in the absence of direction, ratable among the Classes, and thereafter to the remaining amortization payments under such Class, in direct order of maturity thereof. (c) Notwithstanding anything in any Loan Document to the contrary, so long as no Specified Event of Default has occurred and is continuing or would result from such prepayment, the Borrower may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently cancelled immediately upon such prepayment) on the following basis: (i) The Borrower 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 the provisions of this Section 2.09(a)(ii2.12(c). (ii) (A) The Borrower shall notify may from time to time offer to make a Discounted Term Loan Prepayment by providing the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, Auction Manager with three (3) Business Days before the date of prepayment (ii) Days’ notice in the case form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Borrower, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual Class basis (but in any event such prepayment need not be pro rata among all Classes), (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 Section 2.12(c)(ii)), (III) the Specified Discount Prepayment Amount shall be in an ABR Borrowing, aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess thereof (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion) and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Manager 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 Manager (or its delegate) by no later than 1:00 5:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on third Business Day after the date of prepayment. Each delivery of such notice shall be irrevocable and shall specify the prepayment to such Term Lenders (which date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such extended for a period not exceeding three (3) Business Days upon notice of termination is revoked in accordance by the Borrower to, and with Section 2.07. Promptly following receipt of any such notice relating to a Borrowingthe consent of, the Administrative Agent shall advise Auction Manager) (the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02“Specified Discount Prepayment Response Date”).

Voluntary Prepayments. (i) The Borrower shall have Parties may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Loans in whole or in part, subject part without premium or penalty; provided that: (a) such notice must be received by the Administrative Agent not later than: 11:00 a.m. at least (i) two (2) Business Days prior to prior notice in accordance with the provisions requested date of Section 2.09(a)(ii). any prepayment of a Term SOFR Loan and (ii) The Borrower at least one (1) Business Day prior to the requested date of any prepayment of an Alternative Base Rate Loan; (b) any prepayment of Term SOFR Loans shall notify be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; (c) any prepayment of Alternate 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 (d) the Borrowers shall reimburse the Administrative Agent (andand any of the Lenders for all costs and expenses incurred, in the case of prepayment of Swingline Loansincluding, the Swingline Lender) by telephonic notice (promptly confirmed by hand deliverywithout limitation, facsimile transmission or electronic mail of any breakage costs associated with such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the date (which shall be a Business Day) and amount of such prepayment date and the principal amount Type(s) of each Borrowing or portion thereof Loans to be prepaid; provided that. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if a and of the amount of such ▇▇▇▇▇▇’s Pro Rata Share of such prepayment. If such notice of prepayment is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05 hereof. Each such prepayment may shall be revoked if such notice of termination is revoked applied to the relevant Obligations held by each Lender in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02its respective Pro Rata Share.

Voluntary Prepayments. (i) The Borrower shall have the right at to prepay any time and Loan in whole or in part from time to time on the following terms and conditions: (i) Borrower shall give an irrevocable written notice (or telephonic notice promptly confirmed in writing) to Administrative Agent, which such notice shall state Borrower's intent to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline such Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail amount of such request) of any prepayment under this Section 2.09(a)and the Loans to which such prepayment is to be applied, which notice shall be given by Borrower to Administrative Agent by 12:00 Noon (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, ) at least three (3) Business Days before prior to the date of such prepayment if a prepayment of Eurodollar Loans or one Business Day for any other Loans and which notice shall promptly be transmitted by Administrative Agent to each of the applicable Lenders; (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $1,000,000; (iii) Eurodollar Loans may only be prepaid pursuant to this SECTION 4.1 on the last day of an Interest Period applicable thereto, or on any other day subject to SECTION 3.4; and (iv) a partial prepayment of Eurodollar Loans shall not be made that would result in the remaining aggregate outstanding principal amount thereof being less than the minimum principal amount that would be permitted required in the case of an advance respect of a Borrowing similar Eurodollar Loans. Voluntary prepayments of Term Loans shall be applied first to the same Type as provided Term A Loans, with up to 50% of such prepayment applied pro rata to the Scheduled Term A Loan Principal Payments to be made within the twelve-month period following the date of such prepayment and the remaining portion of such prepayments shall be applied in Section 2.02inverse order of maturity. The notice provisions, the provisions with respect to the minimum amount of any prepayment and the provisions requiring prepayments in integral multiples above such minimum amount are for the benefit of Administrative Agent and may be waived unilaterally by Administrative Agent.

Voluntary Prepayments. (ia) Subject to Section 2.14(c), the Borrower shall have the right at any time and from time to time to prepay any Loan in whole or in part, without premium or penalty, in an aggregate principal amount that is an integral multiple of $500,000 and not less than $1,000,000 or, if less, the amount outstanding, upon prior notice to the Administrative Agent by telephone (confirmed by telecopy), not less than three Business Days prior to the date of prepayment, which notice shall be irrevocable except to the extent conditioned on a refinancing of all or any portion of the Loans. Each such notice shall be signed by an Authorized Officer of the Borrower and shall specify the date and amount of such prepayment and the Type(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 applicable Lender of its receipt of each such notice, and of the amount of such Lender’s pro rata share of such prepayment. (b) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.14(a) by notice to the Administrative Agent a reasonable time prior to the specified effective time of such prepayment if such prepayment would have resulted from a refinancing of all or any portion of the Loans, which refinancing shall not be consummated or shall otherwise be delayed. (c) In the event that, prior to the date that is one year after the Acquisition Date, there shall occur any amendment, amendment and restatement or other modification of this Agreement which reduces the Applicable Margin with respect to the Loans or any prepayment or refinancing of the Loans with proceeds of new term loans or debt securities having lower applicable margins or applicable yield (after giving effect to any premiums paid on such new term loans or debt securities) than the Applicable Margin for the Loans on the Effective Date, each such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to 1.00% of the principal amount of the Loans affected thereby or repaid, as applicable. (d) All prepayments under this Section 2.14 shall be accompanied by all accrued interest thereon, together with, in the case of any such prepayment of a LIBOR Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such LIBOR Loan pursuant to Section 2.11. (e) Notwithstanding anything to the contrary contained herein, including this Section 2.14 and Section 2.21 (which provisions shall not be applicable to this Section 2.14(e)): (1) The Borrower shall have the right at any time and from time to time to prepay Loans from Lenders electing to participate in such prepayments at a discount to the par value of such Loans and on a non-pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.14(e); provided that (A) no Discounted Voluntary Prepayment shall be made unless immediately after giving effect to such Discounted Voluntary Prepayment, no Default or Event of Default has occurred and is continuing, (B) any Borrowing in whole Discounted Voluntary Prepayment shall be offered to all Lenders with Loans on a pro rata basis and (C) the Borrower on the date such Discounted Voluntary Prepayment is made shall deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower stating (1) that no Default or in partEvent of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment and (2) except as previously disclosed to the Administrative Agent and the Lenders, subject the Borrower does not have any MNPI with respect to prior notice in accordance with any Credit Party that has not been disclosed to the provisions of Section 2.09(a)(iiLenders (other than Lenders who do not wish to receive Non-Public Information). (ii2) The To the extent the Borrower shall notify seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Administrative Agent (andeach, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail par value of such requestLoans as specified below. The Proposed Discounted Prepayment Amount of Loans shall not be less than $1,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment: (A) the Proposed Discounted Prepayment Amount for Loans and the Class of any prepayment under this Section 2.09(a)Loans to which such offer relates, (iB) in a discount range (which may be a single percentage) selected by the case Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of prepayment par of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such Loans (the “Discount Range”) and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination at least five Business Days following the date of the Aggregate Commitments as contemplated by Section 2.07, then such notice Discounted Prepayment Option Notice (the “Acceptance Date”). (3) Upon receipt of prepayment may be revoked if such notice of termination is revoked a Discounted Prepayment Option Notice in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing2.14(e)(2), the Administrative Agent shall advise promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each Lender with Loans may specify (each, a “Lender Participation Notice”) to the Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a prepayment price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Loans of each Class held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of Loans specified by the Lenders in Lender Participation Notices, the Administrative Agent, in consultation with the Borrower, shall calculate the applicable discount for Term Loans (the “Applicable Discount”), which Applicable Discount shall be (A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.14(e)(2) for the Discounted Voluntary Prepayment or (B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Loans under the applicable Class whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (4) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (5) Each Discounted Voluntary Prepayment shall be made within five Business Days of the contents Acceptance Date, without premium or penalty (and without any amounts due under Section 2.11), upon irrevocable notice substantially (each, a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 12:00 Noon (New York City time), two Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice the Administrative Agent shall promptly notify each relevant Lender thereof. Each partial prepayment of If any Borrowing Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to, but not including, such date on the amount prepaid. (6) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in an amount that would be permitted in accordance with Section 2.14(e)(3) above) reasonably established by the case of an advance Administrative Agent and the Borrower. (7) Prior to the delivery of a Borrowing of Discounted Voluntary Prepayment Notice, (A) upon written notice to the same Type as provided Administrative Agent, the Borrower may withdraw its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) any Lender may withdraw its offer to participate in Section 2.02a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice.

Voluntary Prepayments. So long as all amounts outstanding under the First Lien Credit Agreement have been paid in full or to the extent prepayments of Loans are otherwise permitted under the First Lien Credit Agreement as a result of a Modification or Refinancing thereof following the Effective Date, and subject to subsection 2.6B(iii), the Borrowers may, upon not less than (i) The Borrower shall have in the right case of a Eurodollar Rate Loan, three Business Days’ prior irrevocable written or telephonic notice, promptly confirmed in writing to the Administrative Agent (as to which the Administrative Agent will promptly notify each Lender), and (ii) in the case of a Base Rate Loan, one Business Days’ prior irrevocable written or telephonic notice, promptly confirmed in writing to the Administrative Agent (as to which the Administrative Agent will promptly notify each Lender), in each case, at any time and from time to time to prepay the Loans on any Borrowing Business Day in whole or in partpart in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount; provided, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (andhowever, that in the case event the Borrowers elect to prepay a Eurodollar Rate Loan other than on the expiration of prepayment of Swingline Loansthe Interest Period applicable thereto, the Swingline Lender) by telephonic notice (promptly confirmed by hand deliveryBorrowers shall, facsimile transmission or electronic mail at the time of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loanalso pay any amounts payable under subsection 2.8D hereof; and provided, not later than 1:00 p.m.further, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, that if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment indicates that such prepayment is with respect to all outstanding Loans and is to be funded with the proceeds of a Refinancing, such notice may be revoked if the Refinancing is not consummated. Notice of prepayment having been given as aforesaid, the Loans shall become due and payable on the prepayment date specified in such notice of termination is revoked and in accordance with Section 2.07the aggregate principal amount specified therein. Promptly following receipt of any such notice relating Any voluntary prepayments pursuant to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing this subsection 2.6B(i)(a) shall be applied as specified in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02.subsection 2.6C.

Voluntary Prepayments. (i) The Upon at least one Business Day's prior notice, in the case of that portion of the Term Loan bearing interest based on the Base Rate, and at least three Business Day's prior notice, in the case of that portion of the Term Loan bearing interest based on LIBOR, the Borrower shall have the right at any time and from time to time to prepay any Borrowing may make voluntary prepayments, in whole or in part, subject to prior notice of the Term Loan, in accordance each case together with the provisions applicable Prepayment Premium, provided that (a) no such voluntary prepayment may be made, in whole or in part, unless the "Required Lenders", as defined in the Mezzanine Financing Agreement, or the Mezzanine Agent, on their behalf, shall have given their prior written consent thereto, or the Mezzanine Debt shall have been paid in full or otherwise satisfied in a manner acceptable to the Mezzanine Lenders, (b) each partial prepayment shall be in an amount equal to the lesser of Section 2.09(a)(ii). (i) $25,000 or an integral multiple of $5,000 in excess thereof or (ii) The Borrower shall notify the Administrative Agent (andamount necessary to prepay in full the unpaid principal balance of the Term Loan, in as the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice may be and (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (ic) in the case of any prepayment of that portion of the Term Loan bearing interest based on LIBOR, the Borrower shall pay all applicable Breakage Costs. Notwithstanding anything contained in this Financing Agreement to the contrary, no Prepayment Premium shall be required if such prepayment is funded with the proceeds of a Eurodollar Borrowingloan made to or for the benefit of the Borrower by a lender which is not a bank or other financial institution and the Borrower shall not have terminated this Financing Agreement, not later than 1:00 p.m.or given the Agent notice thereof, New York City time, three (3) Business Days before in conjunction with the date making of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of such prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of substantially at the same Type as provided in Section 2.02time of such prepayment.

Voluntary Prepayments. (i) The Borrower shall have may, upon notice from the right Borrower to the Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing the Loans of the Borrower in whole or in part, subject ; provided that (i) such notice must be in a form acceptable to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, and be received by the Administrative Agent not later than 12:00 p.m. in the case of prepayment of Swingline a Term SOFR Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the prior any date of prepayment of Term SOFR Loans (and one (1) Business Day prior to the prepayment of Base Rate Loans); (ii) in the case of any prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date Term SOFR Loans shall be in a minimum principal amount of prepayment, $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) in the case of any prepayment of Base Rate Loans shall be in a Swingline Loanprincipal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, not later than 1:00 p.m.in each case, New York City timeif less, on the date of prepaymententire principal amount thereof then outstanding. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, such prepayment and if a Term SOFR Loan, the Accrual Period 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 Applicable Percentage of such prepayment. If such notice of prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in connection such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with a conditional notice of termination any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Loans of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.07their respective Applicable Percentages. Promptly following receipt For the avoidance of doubt, any such notice relating Loan (or portion thereof) that is prepaid hereunder may be reborrowed pursuant to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02.

Voluntary Prepayments. (i1) The Borrower shall have the right at At any time and from time to time time, the Borrower may, without premium or penalty (except as applicable under Section 2.12(c)) but subject to compliance with the conditions set forth in this Section 2.12(a) and with Section 2.17(c), prepay any Borrowing in whole or in part; provided that each such partial voluntary prepayment of any Borrowing shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $1,000,000 in excess of such amount. To make a voluntary prepayment pursuant to Section 2.12(a)(i), subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent not later than 1:00 p.m. (andNew York City time) (A) on the date of prepayment, in the case of prepayment of Swingline LoansBase Rate Borrowings, or (B) at least three Business Days prior to the Swingline Lender) by telephonic notice (promptly confirmed by hand deliverydate of prepayment, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentRate Borrowings. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by any Borrowing pursuant to Section 2.07, then 2.12(a)(i) may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents applicable Class of the details thereof. Each partial voluntary prepayment of any a Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02accordance with their applicable Pro Rata Shares.

Voluntary Prepayments. (i) The Borrower shall have the right Borrowers may, upon written notice to Administrative Agent, at any time and from time to time to time, voluntarily prepay any Borrowing Term Loan in whole or in partpart without premium or penalty (other than, subject if applicable, any indemnity payable in connection therewith pursuant to prior Section 2.2(e)(v)), provided that (A) such notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the must be received by Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, p.m. (1) three (3) U.S. Government Securities Business Days before prior to prepayment of a SOFR Loan and (2) two (2) Business Days prior to the date of prepayment of any Prime Rate Loan and (iiB) each prepayment shall be in a principal amount of $2,500,000.00 or a whole multiple of $500,000.00 in excess thereof or, in each case, the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymententire principal amount thereof then outstanding. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of such prepayment. Administrative Agent will promptly notify each Borrowing or portion thereof to Lender of its receipt of each such notice, and of the amount of such Lender’s Term Percentage 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 prepaid; due and payable on the date specified therein, provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities, in which case such notice may be revoked by Borrower-Agent (by written notice to Administrative Agent on or prior to the specified effective date) if such notice condition is not satisfied, subject to Borrowers’ obligation to indemnify the Lenders pursuant to Section 2.2(e). Each voluntary prepayment of termination is revoked Term Loans shall be applied as directed by Borrower-Agent in reduction of amounts of the then outstanding principal of and interest on the Term Loans. Each other prepayment of Term Loans pursuant to this Section shall be applied in reduction to installments of scheduled repayments of the Term Loans pursuant to Section 2.1(b) in the ​ ​ reverse order of maturity and shall be paid to Administrative Agent for the account of the Lenders in accordance with Section 2.07their respective Term Percentages. Promptly following receipt of any such notice relating If Borrowers are party to a BorrowingHedging Agreement with any Lender Party other than a rate cap which has no potential future payment obligations on the part of Borrowers, concurrently with any prepayment hereunder, Borrowers shall (x) reduce the notional amount of such Hedging Agreement by the amount of such prepayment, (y) pay all sums, if any, payable pursuant to such Hedging Agreement with respect to such reduction and (z) provide evidence to Administrative Agent shall advise Agent, in form and substance reasonably satisfactory to Administrative Agent, of Borrowers’ compliance with the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02foregoing clauses (x) and (y).

Voluntary Prepayments. (ia) The Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic written or fax notice (or telephone notice promptly confirmed by hand delivery, facsimile transmission written or electronic mail of such request) of any prepayment under this Section 2.09(a), (ifax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of a Eurodollar BorrowingABR Loans, not later than 1:00 p.m.to the Administrative Agent before 12:00 noon, New York City time; provided, three however, that each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. (3b) Business Days before the date Except as may otherwise be set forth in any Term Loan Extension Offer, any Refinancing Amendment or any Incremental Amendment, voluntary prepayments of prepayment Term Loans pursuant to this Section 2.12 (i) shall be applied ratably to each Class of Term Loans then outstanding and (ii) with respect to each Class of Term Loans, shall be applied against the remaining scheduled installments of principal due in respect thereof (in the case of prepayment the Initial Term Loans, as set forth in Section 2.11) as directed by the Borrower (or, absent such direction, in direct order of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or maturity). (iiic) in the case Each notice of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided thatprovided, however, that if a notice of such prepayment is given in connection with a conditional refinancing, then the Borrower may condition such notice on the effectiveness of termination such refinancing (provided that the provisions of Section 3.05 shall apply to any prepayment that is not made as a result of the Aggregate Commitments as contemplated failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable) and Section 3.05 but otherwise shall be without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by Section 2.07, then such notice accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of prepayment may be revoked if such notice payment. (d) In the event that a Repricing Event becomes effective on or prior to the one-year anniversary of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowingthe Closing Date, the Borrower shall pay to the Administrative Agent shall advise Agent, for the Lenders ratable account of each Lender holding all or any portion of Term Loans that are subject to such Repricing Event a prepayment premium of 1.00% of the contents thereofaggregate principal amount of all such Term Loans. Each partial prepayment of any Borrowing Such amounts shall be in an amount due and payable on the date of such Repricing Event. For the avoidance of doubt, any Lender that would be permitted in is forced to assign any Term Loan following the case failure of an advance of a Borrowing such Lender to consent to any Repricing Event that becomes effective on or prior to the one-year anniversary of the same Type as provided in Section 2.02Closing Date shall be entitled to receive the prepayment premium on the principal amount of the Term Loans so assigned upon the occurrence of the Repricing Event.

Voluntary Prepayments. (iSubject to the payment of any repayment premium as required under Section 2.03(d), the exit fee required under Section 2.07(b) The and any other fees or amounts payable hereunder at such time, the Borrower shall have may, upon notice from the right at any time and from time Borrower to time to the Administrative Agent, voluntarily prepay any Borrowing the Loans, in whole or in part; provided, subject that, (i) such notice must be received not later than (A) 11:00 a.m. five (5) Business Days prior to the date of prepayment or (B) 11:00 a.m. ten (10) Business Days prior notice to the date of prepayment if (I) the “Fair Market Value Per Common Share” (as defined in the Conversion Instruments) as of the date of such notice, as determined in accordance with any of the provisions applicable clauses of Section 2.09(a)(ii). such definition, is greater than the “Conversion Price” (as defined in the Conversion Instruments) then in effect, and (II) any such prepayment shall be in such amount that would cause the “Maximum Conversion Amount” (as defined in the Conversion Instruments) available for conversion under any Conversion Instrument to be decreased after giving effect to such prepayment, (ii) The any such prepayment shall only be made on an Interest Payment Date (it being understood that the requirement set forth in this sub-clause (ii) shall not be applicable to any voluntary prepayment in full of the aggregate Outstanding Amount of the Loans in connection with a Facility Termination Date) and (iii) any such prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $500,000 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 notify make such prepayment and the Administrative Agent payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment pursuant to this Section 2.03(a) shall be accompanied by (w) all accrued interest on the principal amount of the Loans prepaid, (x) the repayment premium required under Section 2.03(d), (y) the exit fee required under Section 2.07(b) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such prepayment shall be applied (1) with respect to any such prepayment on or prior to June 30, 2026, first, to outstanding Term A Loans (if any), second, to outstanding Term B Loans (if any), third, to outstanding Term D Loans (if any), fourth, to outstanding Term E Loans (if any), fifth, to outstanding Term F Loans (if any), sixth, to outstanding Term G Loans (if any), seventh, to outstanding Term H Loans (if any), eighth, to outstanding Term I Loans (if any), ninth, to outstanding Term J Loans (if any), tenth, to outstanding Term K Loans (if any), eleventh, to outstanding Term L Loans (if any), twelfth, to outstanding Term M Loans (if any), thirteenth, to outstanding Term N Loans (if any), fourteenth, to outstanding Term O Loans (if any), fifteenth, to outstanding Term P Loans (if any), sixteenth, to outstanding Term Q Loans (if any), seventeenth, to outstanding Term R Loans (if any), eighteenth, to outstanding Term S Loans (if any), nineteenth, to outstanding Term T Loans (if any), twentieth, to outstanding Term U Loans (if any), twenty-first, to outstanding Term V Loans (if any) and twenty-second, to outstanding Term C Loans (if any) and (2) with respect to any such prepayment after June 30, 2026, first, to outstanding Term A Loans (if any), second, to outstanding Term B Loans (if any), third, to outstanding Term D Loans (if any), fourth, to outstanding Term E Loans (if any), fifth, to outstanding Term F Loans (if any), sixth, to outstanding Term G Loans (if any), seventh, to outstanding Term H Loans (if any), eighth, to outstanding Term I Loans (if any), ninth, to outstanding Term J Loans (if any), tenth, to outstanding Term K Loans (if any), eleventh, to outstanding Term L Loans (if any), twelfth, to outstanding Term M Loans (if any), thirteenth, to outstanding Term N Loans (if any), fourteenth, to outstanding Term O Loans (if any), fifteenth, to outstanding Term P Loans (if any), sixteenth, to outstanding Term Q Loans (if any), seventeenth, to outstanding Term R Loans (if any), eighteenth, to outstanding Term S Loans (if any), nineteenth, to outstanding Term T Loans (if any), twentieth, to outstanding Term U Loans (if any), twenty-first, to outstanding Term V Loans (if any) and twenty-second, to outstanding Term C Loans (if any), and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice this clause (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a2), (i) to the principal repayment installments of each such Loan in the case inverse order of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentwhen due. Each such notice prepayment shall be irrevocable and shall specify applied to the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination Loans of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.07. Promptly following receipt their respective Applicable Percentages in respect of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders each of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02relevant Facilities.

Voluntary Prepayments. (i) The Borrower shall have may, upon delivery of a Notice of Loan Prepayment from the right Borrower to the Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing the Loans in whole or in part, subject part without premium or penalty; provided that such notice must be received by the Administrative Agent not later than 10:00 a.m. (i) two Business Days prior to prior notice in accordance with the provisions requested date of Section 2.09(a)(ii). prepayment of Term SOFR Loans and (ii) The Borrower shall notify on the Administrative Agent (and, in the case requested date of prepayment of Swingline Base Rate Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission . Any prepayment shall be in a principal amount of $1,000,000 or electronic mail a whole multiple of such request) of any prepayment under this Section 2.09(a), (i) $1,000,000 in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentexcess thereof. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid; provided that, if a 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 Applicable Percentage of such prepayment. If such notice of prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in connection such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with a conditional notice of termination any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.07their respective Applicable Percentages. Promptly following receipt Any prepayment shall be applied ratably to the remaining principal amortization payments of any such notice relating to a Borrowingthe Term Loans or Delayed Draw Term Loans, as applicable, including, without limitation, the Administrative Agent shall advise final principal repayment installment on the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02Maturity Date.

Voluntary Prepayments. (i) The Borrower shall have Parties may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Loans in whole or in part, subject to prior part without premium or penalty; provided that: (a) such notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify must be received by the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), not later than: 11:00 a.m.: (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the prior to any date of prepayment of Term SOFR Loans denominated in Dollars; and (ii) in the case one (1) Business Day prior to any date of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or Alternate Base Rate Loans; (iiib) in the case of any prepayment of Term SOFR Loans shall be in a Swingline Loanprincipal amount of $500,000 or a whole multiple of $100,000 in excess thereof; (c) any prepayment of Alternate Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, not later than 1:00 p.m.in each case, New York City timeif less, on the date entire principal amount thereof then outstanding; and (d) the Borrowers shall reimburse the Administrative Agent and any of the Lenders for all costs and expenses incurred, including, without limitation, any breakage costs associated with such prepayment. Each such notice shall be irrevocable and shall specify the date (which shall be a Business Day) and amount of such prepayment date and the principal amount Type(s) of each Borrowing or portion thereof Loans to be prepaid; provided that. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if a and of the amount of such ▇▇▇▇▇▇’s Pro Rata Share of such prepayment. If such notice of prepayment is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05 hereof. Each such prepayment may shall be revoked if such notice of termination is revoked applied to the relevant Obligations held by each Lender in accordance with Section 2.07its respective Pro Rata Share. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02.USActive 60330059.19 -56-

Voluntary Prepayments. (i1) The Borrower shall have may, upon irrevocable notice from the right Borrower to the Agent, at any time and or from time to time to voluntarily prepay any Borrowing Term Loans in whole or in part, part without premium or penalty (subject to prior notice in accordance with the provisions of Section 2.09(a)(ii2.05(b) below). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a); provided that, (iA) in such notice must be received by the case of prepayment of a Eurodollar Borrowing, Agent not later than 1:00 p.m., New York City time, 11:00 a.m. three (3) Business Days before the prior to any date of prepayment of such Term Loans; (iiB) in the case of any prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date Term Loans shall be in a principal amount of prepayment, $1,000,000 or (iii) a whole multiple of $100,000 in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentexcess thereof. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of such prepayment and the Interest Period of such Term Loans. The Agent will promptly notify each Borrowing Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 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 LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (2) Notwithstanding anything to the contrary in this Agreement or portion thereof any other Loan Document, the Borrower may prepay the Term Loans in accordance with the terms of this Section 2.05(a) (1) in an aggregate amount of up to be prepaid$7,500,000 without any Early Termination Fee becoming due and payable; provided that, if a notice (i) no Event of Default shall have occurred and be continuing and (ii) any such prepayment is given shall not be made in connection with a conditional notice of termination refinancing transaction of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of Total Outstandings hereunder; and (2) on any such notice relating to a BorrowingECF Payment Date, the Administrative Agent shall advise the Lenders Borrower may elect to make a voluntary prepayment of the contents thereof. Each partial prepayment of any Borrowing shall be Term Loans in the same manner as the amount mandatorily prepaid pursuant to Section 2.06(b) in an additional amount that would be permitted in the case not to exceed (taken together with amounts due and payable on such date pursuant to Section 2.06(b)) a combined amount of an advance up to 100% of a Borrowing of the same Type as provided in Section 2.02Excess Cash Flow for such Fiscal Year, without any Early Termination Fee becoming due and payable thereon.

Voluntary Prepayments. (i) The Borrower shall have If an Enhanced Protection Event has not occurred, the right at any time and Issuer may, upon written notice from time the Issuer to time to the Purchasers, voluntarily prepay any Borrowing the Notes, in whole or in part; provided, subject that, (A) such notice must be received not later than 11:00 a.m. five (5) Business Days prior to prior notice the date of prepayment and (B) any such prepayment shall be in accordance with a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the provisions of Section 2.09(a)(iientire principal amount thereof then outstanding). (ii) The Borrower shall notify If an Enhanced Protection Event has occurred, the Administrative Agent (andIssuer may, upon written notice from the Issuer to the Purchasers, voluntarily prepay the Notes, in the case of prepayment of Swingline Loanswhole but not in part; provided, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a)that, (iA) in the case of prepayment of a Eurodollar Borrowing, such notice must be received not later than 1:00 p.m., New York City time, three 11:00 a.m. five (35) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on prior to the date of prepayment, or and (B) any such prepayment shall be in the entire principal amount thereof then outstanding. (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on Each notice delivered pursuant to clauses (i) and (ii) above shall specify the date and amount of such prepayment. Each The Issuer shall make such prepayment and the payment amount specified in such notice shall be irrevocable due and shall specify payable on the date specified therein (but may be conditioned upon the prepayment date and of indebtedness or the consummation of a specified transaction, in each case, to the extent specified in such notice). Any prepayment pursuant to this Section 2.07(a) shall be accompanied by (x) all accrued interest on the principal amount of each Borrowing or portion thereof to be prepaid; provided thatthe Notes prepaid and (y) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment, including, if a notice applicable, any Call Premium. Each such prepayment shall ​ ​ ​ be applied first to all costs, expenses, indemnities and other amounts due and payable hereunder, then to payment of default interest, if any, then to payment of accrued interest and thereafter to the payment of principal. Each such prepayment is given in connection with a conditional notice of termination shall be applied to the Notes of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Purchasers in accordance with Section 2.07. Promptly following receipt their respective pro rata share in respect of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders each of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02Notes.

Voluntary Prepayments. (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), no later than (i) in the case of prepayment of a any Eurodollar Borrowing, 11:00 a.m. not later less than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment prior to any such prepayment, (ii) in the case of any prepayment of an ABR any Base Rate Borrowing, not later less than 1:00 p.m., New York City time, on one Business Day prior to the date of such prepayment, or and (iii) in the case of prepayment of a Swingline LoanBorrowings, not later than 1:00 p.m., New York City time, prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following Upon receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders promptly notify each affected Lender of the contents thereofthereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.20. Each partial prepayment of any Borrowing Loan (other than a Swingline Loan) shall be in an amount that would be permitted not less than $1,000,000 and in the case integral multiples of an advance $500,000. Each prepayment of a Borrowing of shall be applied ratably to the same Type as provided in Section 2.02Loans comprising such Borrowing.

Voluntary Prepayments. (i) The Borrower shall have the right at At any time and from time to time time, the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.13(a) and with Section 2.18(c), prepay any Borrowing in whole or in part, subject to prior notice ; provided that each such partial voluntary prepayment of any Borrowing shall be in accordance with the provisions an aggregate principal amount of Section 2.09(a)(ii)$5,000,000 or an integral multiple of $1,000,000 in excess of such amount. (iii) The To make a voluntary prepayment pursuant to Section 2.13(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (andNew York City time) (A) on the date of prepayment, in the case of prepayment of Swingline LoansBase Rate Borrowings, or (B) at least three US Governments Securities Business Days prior to the Swingline Lender) by telephonic notice (promptly confirmed by hand deliverydate of prepayment, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentTerm Benchmark Borrowings. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by any Borrowing pursuant to Section 2.07, then 2.13(a)(i) may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents applicable Class of the details thereof. Each partial voluntary prepayment of any a Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02accordance with their applicable Pro Rata Shares.

Voluntary Prepayments. (i) The Borrower shall have Borrowers may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Loans in whole or in part, subject to prior Section 2.05(i), without premium or penalty; provided that (i) such notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify must be received by the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City timetime (or such other later time which is acceptable to the Administrative Agent), three (3) Business Days before the prior to any date of prepayment of Loans; and (ii) in the case of any prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymententire amount thereof then outstanding. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of such prepayment. The Administrative Agent will promptly notify each Borrowing or Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion thereof to of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be prepaiddue and payable on the date specified therein; provided thatthat any such notice may be contingent upon the consummation of a refinancing and such notice may otherwise be extended or revoked, if a notice of in each case, in the event that such refinancing shall not be consummated or shall otherwise be delayed. Any prepayment is given in connection with a conditional notice of termination hereunder shall be accompanied by all accrued interest on the amount prepaid and any premium applicable to such prepayment pursuant to Section 2.05(i). Each prepayment of the Aggregate Commitments as contemplated by outstanding Loans pursuant to this Section 2.07, then such notice of prepayment may 2.05(a) shall be revoked if such notice of termination is revoked paid to the Lenders in accordance with Section 2.07. Promptly following receipt their respective Applicable Percentages in respect of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders each of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02relevant Facilities.

Voluntary Prepayments. (ia) The Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic written or fax notice (or telephone notice promptly confirmed by hand delivery, facsimile transmission written or electronic mail of such request) of any prepayment under this Section 2.09(a), (ifax notice) in the case of Eurodollar Loans or SOFR Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of a Eurodollar BorrowingABR Loans, not later than 1:00 p.m.to the Administrative Agent before 12:00 noon, New York City time; provided, three however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (3or in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion). All voluntary prepayments, including all optional prepayments under this Section 2.12 shall be subject to Section 2.16, but otherwise without premium (except as set forth in Section 2.12(d)) Business Days before or penalty. Any such notice of prepayment pursuant to this Section 2.12(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable to the Administrative Agent (iiin each case by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or the satisfaction of such condition is delayed. (b) Voluntary prepayments of any Class of outstanding Loans shall be applied to such Classes of Loans as the Borrower may direct, or in the case absence of direction, ratable among the Classes, and thereafter to the remaining amortization payments under such Class, as the Borrower may direct, and in the absence of such direction, in direct order of maturity thereof; provided that, prior to the 2025 Revolving Facility Maturity Date, other than in connection with the termination of the 2025 Revolving Credit Commitments in full, voluntary prepayments of Revolving Credit Loans shall be applied on a pro rata basis to the 2025 Revolving Credit Loans and the 2027 Revolving Credit Loans. (c) Notwithstanding anything in any Loan Document to the contrary, so long as no Specified Event of Default has occurred and is continuing or would result from such prepayment, the Borrower may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently cancelled immediately upon such prepayment) on the following basis: (i) The Borrower 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 2.12(c). (A) The Borrower may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Manager with three Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (B) any such offer shall be made available, at the sole discretion of the Borrower, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an ABR Borrowingindividual Class basis (but in any event such prepayment need not be pro rata among all Classes), (C) 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 Section 2.12(c)(ii)), (D) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess thereof (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion) and (E) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Manager will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response (such form a “Specified Discount Prepayment Response”) to be completed and returned by each such Term Lender to the Auction Manager (or its delegate) by no later than 1:00 5:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on third Business Day after the date of prepayment. Each delivery of such notice shall be irrevocable and shall specify the prepayment to such Term Lenders (which date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such extended for a period not exceeding three Business Days upon notice of termination is revoked in accordance by the Borrower to, and with Section 2.07. Promptly following receipt of any such notice relating to a Borrowingthe consent of, the Administrative Agent shall advise Auction Manager) (the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02“Specified Discount Prepayment Response Date”).

Voluntary Prepayments. (a) Subject to Section 2.14(c), the Borrower shall have the right at any time and from time to time to prepay any Loan in whole or in part, without premium or penalty, in an aggregate principal amount that is an integral multiple of $500,000 and not less than $1,000,000 or, if less, the amount outstanding, upon prior notice to the Administrative Agent by telephone (confirmed by telecopy), not less than three Business Days prior to the date of prepayment, which notice shall be irrevocable except to the extent conditioned on a refinancing of all or any portion of the Loans or another transaction. Each such notice shall be signed by an Authorized Officer of the Borrower and shall specify the date and amount of such prepayment and the Type(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 applicable Lender of its receipt of each such notice, and of the amount of such Lender’s pro rata share of such prepayment. (b) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.14(a) by notice to the Administrative Agent a reasonable time prior to the specified effective time of such prepayment if such prepayment would have resulted from a refinancing of all or any portion of the Loans or other transaction, which refinancing or other transaction shall not be consummated or shall otherwise be delayed. (c) With respect to the Loans made on the Effective Date, in the event of any optional prepayment of such Loans made pursuant to this Section 2.14, (i) prior to the date that is one year after the Effective Date, the Borrower shall pay a prepayment premium equal to 3.00% of the principal amount of the Loans so prepaid and (ii) on or after the date that is one year after the Effective Date and prior to the date that is two years after the Effective Date, the Borrower shall pay a prepayment premium equal to 1.00% of the principal amount of the Loans so prepaid. (d) All prepayments under this Section 2.14 shall be accompanied by all accrued interest thereon, together with, in the case of any such prepayment of a LIBOR Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such LIBOR Loan pursuant to Section 2.11. (e) Notwithstanding anything to the contrary contained herein, including this Section 2.14 and Section 2.21 (which provisions shall not be applicable to this Section 2.14(e)): (1) The Borrower shall have the right at any time and from time to time to prepay Loans from Lenders electing to participate in such prepayments at a discount to the par value of such Loans and on a non-pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.14(e); provided that (A) no Discounted Voluntary Prepayment shall be made unless immediately after giving effect to such Discounted Voluntary Prepayment, no Default or Event of Default has occurred and is continuing, (B) any Borrowing in whole Discounted Voluntary Prepayment shall be offered to all Lenders with Loans on a pro rata basis and (C) the Borrower on the date such Discounted Voluntary Prepayment is made shall deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower stating (1) that no Default or in partEvent of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment and (2) except as previously disclosed to the Administrative Agent and the Lenders, subject the Borrower does not have any MNPI with respect to prior notice in accordance with any Credit Party that has not been disclosed to the provisions of Section 2.09(a)(iiLenders (other than Lenders who do not wish to receive Non-Public Information). (ii2) The To the extent the Borrower shall notify seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Administrative Agent (andeach, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail par value of such requestLoans as specified below. The Proposed Discounted Prepayment Amount of Loans shall not be less than $1,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment: (A) the Proposed Discounted Prepayment Amount for Loans and the Class of any prepayment under this Section 2.09(a)Loans to which such offer relates, (iB) in a discount range (which may be a single percentage) selected by the case Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of prepayment par of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such Loans (the “Discount Range”) and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination at least five Business Days following the date of the Aggregate Commitments as contemplated by Section 2.07, then such notice Discounted Prepayment Option Notice (the “Acceptance Date”). (3) Upon receipt of prepayment may be revoked if such notice of termination is revoked a Discounted Prepayment Option Notice in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing2.14(e)(2), the Administrative Agent shall advise promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each Lender with Loans may specify (each, a “Lender Participation Notice”) to the Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a prepayment price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Loans of each Class held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of Loans specified by the Lenders in Lender Participation Notices, the Administrative Agent, in consultation with the Borrower, shall calculate the applicable discount for Term Loans (the “Applicable Discount”), which Applicable Discount shall be (A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.14(e)(2) for the Discounted Voluntary Prepayment or (B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Loans under the applicable Class whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount. (4) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. (5) Each Discounted Voluntary Prepayment shall be made within five Business Days of the contents Acceptance Date, without premium or penalty (and without any amounts due under Section 2.11), upon irrevocable notice substantially (each, a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 12:00 Noon (New York City time), two Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice the Administrative Agent shall promptly notify each relevant Lender thereof. Each partial prepayment of If any Borrowing Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to, but not including, such date on the amount prepaid. (6) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in an amount that would be permitted in accordance with Section 2.14(e)(3) above) reasonably established by the case of an advance Administrative Agent and the Borrower. (7) Prior to the delivery of a Borrowing of Discounted Voluntary Prepayment Notice, (A) upon written notice to the same Type as provided Administrative Agent, the Borrower may withdraw its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) any Lender may withdraw its offer to participate in Section 2.02a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice.

Voluntary Prepayments. (i) The Any Borrower shall have the right Party may, upon delivery of a Repayment Notice to Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Loans in whole or in part, subject part without premium or penalty; provided that: (a) such Repayment Notice must be received by Administrative Agent not later than 11:00 a.m.: (i) two (2) Business Days prior to prior notice in accordance with the provisions any date of Section 2.09(a)(ii). prepayment of Eurodollar Rate Loans; and (ii) The Borrower shall notify the Administrative Agent one (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (31) Business Days before Day prior to the date of prepayment of Base Rate Loans; and (iib) in the case of any prepayment of an ABR BorrowingLoans shall be in a principal amount of $250,000 or a whole multiple of $250,000 in excess thereof, not later than 1:00 p.m.or, New York City timeif less, the entire principal amount thereof then outstanding. Each such Repayment Notice shall specify the date (which shall be a Business Day) and amount of such prepayment and the Type(s) of Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such Repayment Notice, and of the amount of such Lender’s Applicable Lender Percentage of such prepayment. If such Repayment Notice is given by a Borrower Party, such Borrower Party shall make such prepayment and the payment amount specified in such Repayment Notice shall be due and payable on the date of prepayment, or (iii) in the case of specified therein. Any prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on Loan shall be accompanied by (to the date of prepaymentextent timely invoiced to the relevant Borrower) any additional amounts required pursuant to Section 4.05. Each such notice prepayment shall be irrevocable and shall specify applied to the prepayment date and the principal amount of Obligations held by each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Lender in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders its respective share of the contents thereof. Each partial prepayment Type(s) of any Borrowing shall Loans to 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 2.02repaid.

Voluntary Prepayments. (i) The Borrower shall have Borrowers may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Term Loans in whole or in part, subject to prior Section 2.03(f); provided that (i) such notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify must be received by the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 12:00 p.m., New York City timetime (or such other later time which is acceptable to the Administrative Agent), (A) three (3) Business Days before prior to any date of prepayment of Eurocurrency Rate Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) in the case of any prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date Eurocurrency Rate Loans shall be in a principal amount of prepayment, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) in the case of any prepayment of Base Rate Loans shall be in a Swingline Loanprincipal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, not later than 1:00 p.m.in each case, New York City time, on the date of prepaymententire amount thereof then outstanding. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Type(s) of Loans to be prepaid and, if 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 Percentage). If such notice is given by the Designated 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 thatthat any such notice may be contingent upon the consummation of a refinancing and such notice may otherwise be extended or revoked, if a notice in each case, with the requirements of prepayment is given in connection with a conditional notice of termination Section 3.05 to apply to any failure of the Aggregate Commitments contingency to occur and any such extension or revocation. Any prepayment shall be accompanied by all accrued interest and fees on the amount prepaid including, with respect to Eurocurrency Rate Loans, any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied to the scheduled installment payments thereof as contemplated by Section 2.07the Designated Borrower shall direct, then such notice and each prepayment of prepayment may Loans shall be revoked if such notice of termination is revoked paid to the Lenders in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02their respective Applicable Percentages.

Voluntary Prepayments. (ia) The Borrower shall have Company may, at its option, on any date (in the right at case of a prepayment in full) or on any time and from time to time to interest payment date (in the case of a partial prepayment), prepay any Borrowing the Notes in whole or in partpart (but if in part only in the amount of $100,000 or integral multiples thereof), subject upon at least 30 days' prior written notice to prior the holders of the Notes, and upon payment of a prepayment premium equal to the excess, if any, of (i) the amount equal to the present value of all installments of principal and interest which are avoided by such prepayment, determined by discounting such installments of principal and interest at a rate per annum equal to .50% plus the Treasury Yield Percentage, over (ii) the principal amount to be prepaid. In no event shall such prepayment premium be less than zero. (b) No partial prepayment shall be made pursuant to paragraph 2(a) unless (i) at the time of such partial prepayment the Company and its Subsidiaries on a consolidated basis shall have on hand to make the partial prepayment excess or surplus funds not required in the conduct of their business in an amount at least equal to the amount of the partial prepayment, (ii) giving effect to such partial prepayment, there shall exist no default or Event of Default hereunder, and (iii) there shall have been delivered to the holders of the Notes a certificate signed by a responsible officer of the Company to both such effects. (c) In the event the Company shall give notice of any prepayment in accordance with subparagraph (a) above, such notice shall specify the provisions principal amount of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before Notes to be prepaid and the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of proposed prepayment, or (iii) in the case of prepayment of a Swingline Loanand thereupon such principal amount, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable together with accrued and shall specify unpaid interest thereon to the prepayment date and together with the applicable premium, if any, shall become due and payable on the prepayment date. In the event any prepayment shall be less than the entire unpaid principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a BorrowingNotes, the Administrative Agent shall advise the Lenders amount of the contents thereof. Each partial such prepayment of any Borrowing shall be applied pro rata on all Notes on the last maturing required installment or installments of principal in an amount that would be permitted in the case inverse order of an advance of a Borrowing of the same Type as provided in Section 2.02their maturity.

Voluntary Prepayments. (i) The Borrower shall have Parties may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Loans in whole or in part, subject part without premium or penalty; provided that: (a) such notice must be received by the Administrative Agent not later than: 11:00 a.m. at least (i) two (2) Business Days prior to prior notice in accordance with the provisions requested date of Section 2.09(a)(ii). any prepayment of a Term SOFR Loan and (ii) The Borrower at least one (1) Business Day prior to the requested date of any prepayment of an AlternativeAlternate Base Rate Loan; (b) any prepayment of Term SOFR Loans shall notify be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; (c) any prepayment of Alternate 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 (d) the Borrowers shall reimburse the Administrative Agent (andand any of the Lenders for all costs and expenses incurred, in the case of prepayment of Swingline Loansincluding, the Swingline Lender) by telephonic notice (promptly confirmed by hand deliverywithout limitation, facsimile transmission or electronic mail of any breakage costs associated with such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the date (which shall be a Business Day) and amount of such prepayment date and the principal amount Type(s) of each Borrowing or portion thereof Loans to be prepaid; provided that. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if a and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice of prepayment is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05 hereof. Each such prepayment may shall be revoked if such notice of termination is revoked applied to the relevant Obligations held by each Lender in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02its respective Pro Rata Share.

Voluntary Prepayments. (i) The Borrower shall have the right at At any time and from time to time time, the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.12(a) and Section 2.17(c), prepay any Borrowing on any Business Day in whole or in part, subject to prior notice ; provided that each such partial voluntary prepayment of any Borrowing shall be in accordance with the provisions an aggregate minimum principal amount of Section 2.09(a)(ii)$5,000,000 and integral multiples of $1,000,000 in excess of such amount. (ii) The To make a voluntary prepayment pursuant to Section 2.12(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 noon (andNew York City time) (A) at least one Business Day prior to the date of prepayment, in the case of prepayment of Swingline LoansBase Rate Borrowings, or (B) at least three Business Days prior to the Swingline Lender) by telephonic notice (promptly confirmed by hand deliverydate of prepayment, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentRate Borrowings. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Borrowings pursuant to Section 2.07, then 2.12(a)(i) may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents applicable Class of the details thereof. Each partial voluntary prepayment of any a Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02accordance with their applicable Pro Rata Shares.

Voluntary Prepayments. (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent by telephone (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery“pdf”, facsimile other electronic transmission or facsimile to the Administrative Agent), or by “pdf” or other electronic mail of such request) transmission or by facsimile of any prepayment under this Section 2.09(a), hereunder (i) in the case of prepayment of a Eurodollar LIBOR Borrowing, not later than 1:00 p.m., New York City time, p.m. three (3) Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR a Base Rate Borrowing, not later than 1:00 p.m., New York City time, 10:00 a.m. on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date Business Day of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02.. Each prepayment of a Borrowing pursuant to this paragraph (c) shall be applied to Swingline Loans until paid in full, before application to Revolving Loans. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT

Voluntary Prepayments. (i) The Borrower shall have the right at At any time and from time to time time, the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.12(a) and Section 2.17(c), prepay any Borrowing on any Business Day in whole or in part, subject to prior notice ; provided that each such partial voluntary prepayment of any Borrowing shall be in accordance with the provisions an aggregate minimum principal amount of Section 2.09(a)(ii)$5,000,000 and integral multiples of $1,000,000 in excess of such amount. (ii) The To make a voluntary prepayment pursuant to Section 2.12(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 noon (andNew York City time) (A) at least one Business Day prior to the date of prepayment, in the case of prepayment of Swingline LoansBase Rate Borrowings, or (B) at least three Business Days prior to the Swingline Lender) by telephonic notice (promptly confirmed by hand deliverydate of prepayment, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentRate Borrowings. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Borrowings pursuant to Section 2.07, then 2.12(a)(i) may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing applicable Class of the same Type as provided in Section 2.02details thereof.

Voluntary Prepayments. (ia) The Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic written or fax notice (or telephone notice promptly confirmed by hand delivery, facsimile transmission written or electronic mail of such request) of any prepayment under this Section 2.09(a), (ifax notice) in the case of EurodollarTerm Benchmark Rate Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of a Eurodollar BorrowingABR Loans, not later than 1:00 p.m.to the Administrative Agent before 12:00 noon, New York City time; provided, three however, that each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. (3b) Business Days before Except as may otherwise be set forth in any Term Loan Extension Offer, any Refinancing Amendment or any Incremental Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 (i) shall be applied to each Class of Term Loans directed by the date Borrower (or, absent such direction, ratably to each Class of prepayment Term Loans then outstanding) and (ii) with respect to each Class of Term Loans, shall be applied against the remaining scheduled installments of principal due in respect thereof (in the case of prepayment each of an ABR Borrowingthe Initial Term Loans, not later than 1:00 p.m.the 2020 Incremental Term Loans and the 2021 New Term Loans, New York City timeas set forth in Section 2.11) as directed by the Borrower (or, on the date absent such direction, in direct order of prepayment, or maturity). (iiic) in the case Each notice of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided thatprovided, however, that if a notice of such prepayment is given in connection with a conditional refinancing, then the Borrower may condition such notice on the effectiveness of termination such refinancing (provided that the provisions of Section 3.05 shall apply to any prepayment that is not made as a result of the Aggregate Commitments failure of such condition). All prepayments under this Section 2.12 shall be subject to Section 2.12(d) (to the extent applicable), Section 2.12(e) (to the extent applicable) and Section 3.05 but otherwise shall be without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) In the event that a Repricing Event becomes effective following the Sixth Amendment Effective Date but on or prior to the six-month anniversary of the Sixth Amendment Effective Date, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender holding all or any portion of 2021 New Term Loans that are subject to such Repricing Event a prepayment premium of 1.00% of the aggregate principal amount of all such 2021 New Term Loans. Such amounts shall be due and payable on the date of such Repricing Event. For the avoidance of doubt, any Lender that is forced to assign any 2021 New Term Loan following the failure of such Lender to consent to any Repricing Event that becomes effective following the Sixth Amendment Effective Date but on or prior to the six-month anniversary of the Sixth Amendment Effective Date shall be entitled to receive the prepayment premium on the principal amount of the Term Loans so assigned upon the occurrence of the Repricing Event. (e) In the event that the 2020 Incremental Term Loans are prepaid pursuant to Section 2.12(a) or Section 2.13(a)(iii) or as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt a result of any such notice relating exercise of any rights under Section 3.07(a) with respect to a Borrowingany Non-Consenting Lender in connection with any 2020 Incremental Term Loan Repricing Amendment, the Borrower shall pay to the Administrative Agent shall advise Agent, for the Lenders ratable account of each Lender (or such Non-Consenting Lender subject to the applicable exercise of rights under Section 3.07(a), as applicable) holding all or any portion of 2020 Incremental Term Loans that are so prepaid, (i) if so prepaid prior to the first anniversary of the contents thereofThird Incremental Amendment Date, a prepayment premium equal to the Applicable Premium on all such 2020 Incremental Term Loans that are so prepaid, (ii) if so prepaid on or after the first anniversary of the Third Incremental Amendment Date and prior to the second anniversary of the Third Incremental Amendment Date, a prepayment premium of 2.00% of the aggregate principal amount of all such 2020 Incremental Term Loans so prepaid and (iii) if so prepaid on or after the second anniversary of the Third Incremental Amendment Date, no prepayment premium. Each partial prepayment of any Borrowing Such amounts shall be in an amount that would be permitted in due and payable on the case date of an advance of a Borrowing of the same Type as provided in Section 2.02such prepayment.

Voluntary Prepayments. (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), no later than (i) in the case of prepayment of a any Eurodollar Borrowing, 12:00 noon not later less than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment prior to any such prepayment, (ii) in the case of any prepayment of an ABR any Base Rate Borrowing, not later less than 1:00 p.m., New York City time, on one Business Day prior to the date of such prepayment, or and (iii) in the case of prepayment of a Swingline LoanBorrowings, not later than 1:00 p.m., New York City time, prior to 12:00 noon on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment proposed date and of such prepayment, the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprepaid and the Interest Period with respect thereto, if a notice in the case of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07any Eurodollar Borrowings. Promptly following Upon receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders promptly notify each Lender of the contents thereofthereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid; provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.19. Each partial prepayment of any Revolving Loan (other than a Swingline Loan) shall be in a CHAR1\1185130v10 minimum amount of $5,000,000 and in integral multiples of $1,000,000, and each partial prepayment of any Swingline Loan shall be in a minimum amount of $100,000 and integral multiples of $50,000. Subject to Section 2.25, each prepayment of a Borrowing shall be in an amount that would be permitted in applied ratably to the case of an advance of a Borrowing of the same Type as provided in Section 2.02Loans comprising such Borrowing.

Voluntary Prepayments. (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in parttime, subject to prior notice and otherwise as set forth below in this Section 2.04(b), to prepay all or part of the principal amount then outstanding of Senior Loans (each such prepayment, a “Voluntary Prepayment”); provided that the Borrower shall not have the right to prepay any Senior Loans held by CAF prior to January 1, 2007 . (ii) Voluntary Prepayments shall not be subject to the payment of any premia (except as otherwise specified in the Senior Loan Agreements) or penalties; provided that the Borrower shall be required to pay any breakage costs with respect to the early termination of Interest Periods to the extent required under and in accordance with the provisions of Section 2.09(a)(ii)applicable Senior Loan Agreement. (iiiii) The Borrower shall notify the Administrative Agent by telephone (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such requesttelecopy) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, Voluntary Prepayment hereunder not later than 1:00 p.m.11:00 a.m., New York City time, three (3) not less than ten Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof Senior Loans to be prepaid; provided thatprepaid (and, if a notice of prepayment is given upon the date specified in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then any such notice of prepayment may prepayment, the amount to be revoked if such notice of termination is revoked prepaid together with accrued interest and other amounts payable in accordance with Section 2.07connection therewith shall become due and payable hereunder). Promptly following receipt of any such notice relating to a Borrowing, (and in any event by the Business Day after receipt thereof) the Administrative Agent shall advise the Senior Lenders of the contents thereof. . (iv) Each partial prepayment Voluntary Prepayment of any Borrowing Senior Loans shall be in an a total amount that would be permitted of not less than the lesser of (A) $5,000,000 and integral multiples of $2,000,000 in excess thereof and (B) the remaining principal amount then outstanding. (v) Notwithstanding anything herein to the contrary, in the case of an advance of event that the Borrower notifies the Administrative Agent that it shall make a Borrowing of Voluntary Prepayment prior to January 1, 2007 and makes such a prepayment, such a prepayment may only be applied to Senior Loans other than Senior Loans held by CAF. Any such prepayment may be made on a non-Pro Rata Payment basis as between CAF (on the same Type as provided in Section 2.02one hand) and the other Senior Lender Groups (on the other), and the Senior Lenders entitled to such prepayment shall not have any obligation to share the proceeds thereof with CAF.

Voluntary Prepayments. (i) The Borrower shall have the right at At any time and from time to time time, the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.13(a) and with Section 2.18(d), prepay any Borrowing in whole or in part, subject ; provided that any partial voluntary prepayment of any Borrowing shall be in an aggregate principal amount equal to prior notice the Borrowing Minimum or an integral multiple of the Borrowing Multiple in accordance with the provisions of Section 2.09(a)(ii)excess thereof. (ii) The To make a voluntary prepayment pursuant to Section 2.13(a)(i), the Borrower shall notify the Administrative Agent not later than 1:00 p.m. (andNew York City time) (A) on the date of prepayment, in the case of prepayment of Swingline LoansBase Rate Borrowings, or (B) at least three Business Days prior to the Swingline Lender) by telephonic notice (promptly confirmed by hand deliverydate of prepayment, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentTerm Benchmark Borrowings. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by any Borrowing pursuant to Section 2.07, then 2.13(a)(i) may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents details thereof. Each partial voluntary prepayment of any a Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02accordance with their applicable Pro Rata Shares.

Voluntary Prepayments. (i) The Any Borrower shall have the right at any time and may from time to time to prepay any Borrowing Loans in whole or in part, subject to prior notice in accordance with without premium or penalty; provided that the provisions of Section 2.09(a)(ii). (ii) The Borrower Company shall notify give the Administrative Agent (andwhich shall promptly advise each Lender) a Notice of Loan Prepayment not later than 11:00 a.m. (a) on the date of such prepayment (which shall be a Business Day) in the case of Base Rate Loans, (b) on the date of such prepayment (which shall be a Business Day) in the case of Canadian Prime Rate Loans, (c) (c) on the date of such prepayment (which shall be a Business Day) in the case of Daily Floating LIBOR Loans, (d) three Business Days prior to any date of prepayment of Eurocurrency Loans denominated in Dollars and (e) four Business Days (or five, in the case of prepayment of Swingline Loans, the Swingline LenderLoans denominated in Special Notice Currencies) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of prior to any prepayment under this Section 2.09(a), (i) in the case date of prepayment of a Eurodollar BorrowingEurocurrency Loans denominated in Alternative Currencies, not later than 1:00 p.m., New York City time, three (3in each case specifying the Type(s) Business Days before of Loans to be prepaid and the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date and amount of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing Loans shall be in an amount that would be permitted in a minimum Dollar Equivalent Amount of $500,000 or a higher integral multiple of 100,000 units of the case Applicable Currency. Any prepayment of a Eurocurrency Loan on a day other than the last day of an advance of a Borrowing Interest Period therefor shall include interest on the principal amount being repaid and shall be subject to Section 8.4. Swing Line Loans may be prepaid in accordance with Section 2.4.3. Unless otherwise directed by the Company, each prepayment of the same Type as provided outstanding Term Loans pursuant to this Section 6.4.1 shall be applied to the principal repayment installments thereof in Section 2.02direct order of maturity, including, without limitation, the final principal repayment installment on the Term Loan Maturity Date. Notwithstanding the foregoing, a Notice of Prepayment delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of other debt or equity issuances, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Prepayments. (i) The Borrower shall have the right at any time and Company may from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, at its option, prepay outstanding Advances, upon three (3) Business Days before Days' prior notice to the date of prepayment (ii) Global Administrative Agent in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepaymenta Eurodollar Advance, or upon one (iii1) Business Day's prior notice to the Global Administrative Agent in the case of a Floating Rate Advance; provided that each such prepayment shall be in a minimum aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof without penalty or premium, except that if such prepayment of a Swingline LoanEurodollar Loan occurs prior to a last day of any applicable Interest Period, the Company shall also pay the amount specified in Section 6.3 at the time of such prepayment. Such prepayments shall be applied, at the Company's option, against outstanding Revolving Loans and Competitive Bid Loans and against installments or amounts due on account thereof in such order of application as the Company shall direct; provided, that if the Company fails to direct an order of application at or prior to the time of such notice of prepayment, then such prepayments shall be applied (i) first, ratably among the U.S. Lenders with respect to any principal and interest due in connection with Revolving Loans, (ii) second, after all amounts described in clause (i) have been satisfied, ratably among those U.S. Lenders for whom any payment of principal and interest is due in connection with any Competitive Bid Loans and (iii) third, after all amounts described in clauses (i) and (ii) have been satisfied, ratably to any other Obligations then due; provided, further, that if, at the time of any such prepayment, any Default shall have occurred and shall be continuing, then the holders of the Obligations shall share such prepayment on a pro rata basis, based on the respective amount of Obligations owing to each such holder (whether or not later than 1:00 p.m.matured and currently payable and whether consisting of principal, New York City timeaccrued interest, on fees, expenses, indemnities or other types of Obligations) as of the date of prepayment. Each occurrence of such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02Default.

Voluntary Prepayments. (i) The Borrower shall have Parties may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Loans in whole or in part, subject to prior part without premium or penalty; provided that: (a) such notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify must be received by the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), not later than: 11:00 a.m.: (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the prior to any date of prepayment of Term SOFR Loans denominated in Dollars; and (ii) in the case one (1) Business Day prior to any date of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or Alternate Base Rate Loans; (iiib) in the case of any prepayment of Term SOFR Loans shall be in a Swingline Loanprincipal amount of $500,000 or a whole multiple of $100,000 in excess thereof; (c) any prepayment of Alternate Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, not later than 1:00 p.m.in each case, New York City timeif less, on the date entire principal amount thereof then outstanding; and (d) the Borrowers shall reimburse the Administrative Agent and any of the Lenders for all costs and expenses incurred, including, without limitation, any breakage costs associated with such prepayment. Each such notice shall be irrevocable and shall specify the date (which shall be a Business Day) and amount of such prepayment date and the principal amount Type(s) of each Borrowing or portion thereof Loans to be prepaid; provided that. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if a and of the amount of such ▇▇▇▇▇▇’s Pro Rata Share of such prepayment. If such notice of prepayment is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05 hereof. Each such prepayment may shall be revoked if such notice of termination is revoked applied to the relevant Obligations held by each Lender in accordance with Section 2.07its respective Pro Rata Share. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02.USActive 61994469.1-61-

Voluntary Prepayments. (i) The Borrower shall have the right may, upon notice to Administrative Agent, at any time and or from time to time to time, voluntarily prepay any Borrowing Loans in whole or in part, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission part without premium or electronic mail of such request) of any prepayment under this Section 2.09(a), penalty; provided that: (i) in the case of prepayment of a Eurodollar Borrowing, such notice must be received by Administrative Agent not later than 1:00 p.m., New York City time, 2:00 p.m. (A) three (3) Business Days before prior to any date of prepayment of LIBOR Loans; and (B) on the date of prepayment of Prime Rate Loans; (ii) in the case of any prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date LIBOR Loans shall be in a principal amount of prepayment, $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) in the case of any prepayment of Prime Rate Loans shall be in a Swingline Loanprincipal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, not later than 1:00 p.m.in each case, New York City timeif less, on the date of prepaymententire principal amount thereof then outstanding. Each such notice shall be irrevocable and shall specify the date (which shall be a Business Day) and amount of such prepayment date and the principal amount Type(s) of each Borrowing or portion thereof Loans to be prepaid. Administrative Agent will promptly notify each 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 Borrower , 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, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments Maximum Commitment as contemplated by Section 2.072.10, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.10. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial Any prepayment of any Borrowing a LIBOR Loan 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 accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 2.022.20.

Voluntary Prepayments. (ia) The Borrower shall have the right at any time and from time to time to prepay any Borrowing of any Class in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided, however, that each partial prepayment shall be in an aggregate principal amount that is an integral multiple of $500,000 and not less than $1,000,000 or, if less, the provisions of Section 2.09(a)(ii)amount outstanding. (iib) The Borrower shall notify the Administrative Agent by telephone (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission telecopy or electronic mail of such requestcommunication including an Approved Borrower Portal, if arrangements for doing so have been approved by the Administrative Agent) of any prepayment under this Section 2.09(a), hereunder (i) in the case of prepayment of a Eurodollar Borrowing, Term Benchmark Borrowing not later than 1:00 p.m.12:00 noon, New York City time, three Business Days before the date of prepayment, (3ii) in the case of prepayment of an RFR Borrowing, to the extent applicable pursuant to Section 2.15, not later than 12:00 noon, New York City time, five Business Days before the date of prepayment and (iiiii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other debt or equity issuances, 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; provided further that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.072.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.08(c). Promptly following receipt of any such notice relating to a BorrowingBorrowing of any Class, the Administrative Agent shall advise the Lenders of such Class of the contents thereof. Each partial prepayment of any a Borrowing shall be in an amount that would be permitted applied ratably to the Loans included in the case of an advance of a Borrowing of prepaid Borrowing. Prepayments under this Section 2.11 shall be accompanied by accrued interest to the same Type as provided in extent required by Section 2.022.14 and shall be subject to Section 2.17, but otherwise without premium or penalty.

Voluntary Prepayments. Borrowers may at any time on at least five days' prior written notice by Borrower Representative to Applicable Agent (i) The Borrower voluntarily prepay all or part of the Loans other than the Revolving Loan, provided that such payments are applied in the manner set forth in Section 1.3(c), or (ii) voluntarily reduce the Revolving Loans or the Revolving Loan Commitments; provided, however, that (a) any such partial prepayments or reductions shall have be in a minimum amount of $500,000 and integral multiples of $250,000, in excess of such amount and (b) the right Revolving Loan Commitment shall not be reduced to an amount less than one hundred and five percent (105%) of the L/C Sublimit. In addition, Borrowers may at any time and from time on at least ten days' prior written notice by Borrower Representative to time to prepay any Borrowing in whole or in partApplicable Agent terminate the Revolving Loan Commitment; provided, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (andhowever, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of that upon such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Loan Commitment (or upon any reduction of the Revolving Loan Commitment below the aggregate amount of $8,000,000), all Loans and other Obligations shall be immediately due and payable in full. Any such voluntary prepayment and any such reduction or termination of the Revolving Loan Commitments as contemplated must be accompanied by the payment of the fee required by Section 2.071.7(c), then such notice if any, plus the payment of prepayment may be revoked if such notice of termination is revoked any LIBOR funding breakage costs in accordance with Section 2.071.11(b). Promptly following receipt Upon any such repayment and reduction or termination of the Revolving Loan Commitments, each Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, as the case may be, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Loans or other Obligations to which such prepayment is to be applied, provided that any partial prepayments of the Term Loans made by or on behalf of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing Borrower shall be applied to prepay the scheduled installments of such Borrower's Term Loans in an amount that would be permitted in the case inverse order of an advance of a Borrowing of the same Type as provided in Section 2.02maturity.

Voluntary Prepayments. (i) The Any Borrower shall have the right Party may, upon notice to Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Loans in whole or in part, subject to prior part without premium or penalty; provided that such notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the must be received by Administrative Agent not later than: (and, in the case of prepayment of Swingline Loans, the Swingline LenderA) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), 11:00 a.m. (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before prior to any date of prepayment of any Loans accruing interest at the Eurocurrency Rate or the CP Rate; and (ii) five (5) Business Days prior to the date of prepayment of Loans denominated in Alternative Currencies; and (B) 11:00 a.m. (i) one (1) Business Days prior to any date of prepayment of any Loans accruing interest at the Base Rate; and (ii) in the case of any prepayment of an ABR BorrowingLoans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; or, not later than 1:00 p.m.if less, New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymententire principal amount thereof then outstanding. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof such prepayment, if applicable, the Type(s) of Loans to be prepaid; provided that. Administrative Agent will promptly notify each Funding Agent of its receipt of each such notice, if a and of the amount of its Lender Group’s Repayment Percentage of such prepayment. If such notice of prepayment is given by a Borrower Party, such Borrower Party shall make such prepayment and the payment amount specified in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may shall be revoked if such notice of termination is revoked due and payable on the date specified therein. With respect to any Loan prepaid pursuant to this Section 3.05, all accrued interest thereon shall be paid in accordance with Section 2.07. Promptly 3.02(b) and any additional amounts required pursuant to Section 4 with respect thereto shall be promptly paid following receipt of any an accurate and correct invoice for such notice relating amounts. Subject to a BorrowingSection 2.12, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial each such prepayment of any Borrowing shall be applied to the Principal Obligations held by each Lender in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02accordance with its applicable Repayment Percentage.

Voluntary Prepayments. (ia) The Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic written or fax notice (or telephone notice promptly confirmed by hand delivery, facsimile transmission written or electronic mail of such request) of any prepayment under this Section 2.09(a), (ifax notice) in the case of Term Benchmark Rate Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of a Eurodollar BorrowingABR Loans, not later than 1:00 p.m.to the Administrative Agent before 12:00 noon, New York City time; provided, three however, that each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. (3b) Business Days before Except as may otherwise be set forth in any Term Loan Extension Offer, any Refinancing Amendment or any Incremental Amendment, voluntary prepayments of Term Loans pursuant to this Section 2.12 (i) shall be applied to each Class of Term Loans directed by the date Borrower (or, absent such direction, ratably to each Class of prepayment Term Loans then outstanding) and (ii) with respect to each Class of Term Loans, shall be applied against the remaining scheduled installments of principal due in respect thereof (in the case of prepayment each of an ABR Borrowingthe Initial Term Loans, not later than 1:00 p.m.the 2020 Incremental Term Loans and the 2021 New Term Loans, New York City timeas set forth in Section 2.11) as directed by the Borrower (or, on the date absent such direction, in direct order of prepayment, or maturity). 88 (iiic) in the case Each notice of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided thatprovided, however, that if a notice of such prepayment is given in connection with a conditional refinancing, then the Borrower may condition such notice on the effectiveness of termination such refinancing (provided that the provisions of Section 3.05 shall apply to any prepayment that is not made as a result of the Aggregate Commitments as contemplated by failure of such condition). All prepayments under this Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing 2.12 shall be in an amount that would be permitted in subject to Section 2.12(d) (to the case of an advance of a Borrowing of extent applicable), Section 2.12(e) (to the same Type as provided in Section 2.02.extent applicable) and Section