Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. (i) 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 2.11(a). The 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 Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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. The Borrower may, upon notice (iwhich 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 be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by a Responsible Officer) Any Borrower shall have to the right 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 part, subject part (a “Voluntary Prepayment”) in an amount equal to prior notice in accordance with the provisions sum of this Section 2.11(a). The applicable Borrower, or (x) the Company on behalf aggregate principal amount of the applicable BorrowerLoans being prepaid and (y) all accrued interest on the amount prepaid, shall notify together with any additional amounts required pursuant to Section 3.04; provided that, except with respect to any prepayments made pursuant to Section 2.09(a), (i) such Voluntary Prepayment Notice must be received by the Administrative Agent not later than 12:00 p.m., two (and, in the case 2) Business Days prior to any date of prepayment of a Swingline Loan, (or such shorter period as the Swingline LenderAdministrative Agent and the Lenders may agree) by telephone and (confirmed by telecopyii) of any prepayment hereunder 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 a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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 Loans then outstanding and being prepaid. Each such Voluntary Prepayment Notice shall specify the date of such prepayment, (B) in the case amount of prepayment of an ABR Borrowing principal being prepaid, whether the Loans being prepaid are Initial Loans, Revolving Loans or a Canadian Base Rate BorrowingAdditional Loans. The Borrower shall make such prepayment, not later than 12:00 noon, New York City time, together with all accrued interest thereon and any additional amounts required pursuant to Section 3.04 on the date of prepayment or (C) specified in the case of prepayment of a Swingline Loansuch Voluntary Prepayment Notice, not later than 12:00 noon, Local Time, on the date of prepayment. Each and all such notice amounts shall be irrevocable due and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidpayable on such date; provided that, (x) if that a notice of prepayment is given in connection with a conditional notice of termination of Voluntary Prepayment Notice delivered by the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 and (y) a notice of prepayment of Loans Borrower may state that such notice is conditioned upon the effectiveness of certain events, including, without limitation, the closing 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 conditions are not satisfied. Promptly following receipt of Subject to Section 2.11(j), any such notice relating Voluntary Prepayment described in this Section 2.04 shall be made to a Borrowing, the Administrative Agent shall advise for 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, ratable accounts 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 Lenders of the same Type and Class as provided in Section 2.02or Types of Loans being prepaid. Each prepayment The Administrative Agent shall forward to each Lender its Ratable Share 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 each 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 payment with respect to the Term relevant Type of 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)being prepaid.

Voluntary Prepayments. (iSubject to the payment of any prepayment premium as required under Section 2.03(d) Any 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 that, (i) such notice in accordance with the provisions of this Section 2.11(a). The 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 Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, must be received not later than 12:00 noon, Local Time, 11:00 a.m. 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 prior to the date of prepayment, (Bii) 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 case 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 an ABR Borrowing $5,000,000 or a Canadian Base Rate Borrowingwhole multiple of $1,000,000 in excess thereof (or, not later than 12:00 noonif less, New York City timethe entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; 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 (C) a particular Disposition or the occurrence of a Change of Control and may be revoked by the Borrower in the case of event such refinancing or other transaction is not consummated, and if so revoked, such prepayment of a Swingline Loan, shall not later than 12:00 noon, Local Time, be due and payable. Any prepayment pursuant to this Section 2.03(a) shall be accompanied by (x) all accrued interest on the date 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 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 Term A Facility, the prepaid BorrowingTerm B-1 Facility, the Term B-2 Facility, the Term B-3 Facility, the Term B-4 Facility and the Term C Facility. Each such prepayment of a 2023 Revolving Borrowing shall be applied ratably to the 2023 Revolving Loans included of the Lenders in the prepaid Borrowing. Each prepayment accordance with their respective Applicable Percentages in respect 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 each 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 beFacilities. 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 anyb).

Voluntary Prepayments. (i) 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 2.11(a). The 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 Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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) Any The Borrower shall have be prohibited from making any prepayments, in-whole or in-part, during the right at any time and from time to time to prepay any Borrowing Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in in-part, subject to prior notice in accordance with by the provisions of this Section 2.11(a). The applicable Borrower, Borrower or its Affiliates during the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline LoanLock-Out Period, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in Borrower shall pay the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, three (3) Business Days (in Lock-Out Make-Whole Payment to 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City timeLenders, on the date of prepayment such termination provided, however, that if (i) the Administrative Agent establishes one or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 thatmore Reserves, (xii) if a notice of prepayment is given in connection with Lender makes a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked demand for increased costs in accordance with Section 2.09 2.13 hereof or (iii) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a portion of the Lock-Out Make-Whole Payment equal to the product of (x) the Lock-Out Make-Whole Payment that would otherwise be payable and (y) a notice fraction, the numerator of prepayment which is the number of Loans may state that such notice days remaining in the first twelve (12) months of the Lock-Out Period and the denominator of which is conditioned upon the effectiveness of other credit facilities360, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Company or applicable Borrower plus (by notice c) an amount equal to the Administrative Agent on or prior to the specified effective dateproduct of (x) 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 3.00% and (iiy) break funding payments pursuant to Section 2.16 (if any)the Maximum Committed Amount.

Voluntary Prepayments. The Borrower may, upon notice (iwhich 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 be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by a Responsible Officer) Any Borrower shall have to the right 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 part, subject part (a “Voluntary Prepayment”) in an amount equal to prior notice in accordance with the provisions sum of this Section 2.11(a). The applicable Borrower, or (x) the Company on behalf aggregate principal amount of the Loans being prepaid, (y) in the case of a prepayment of Delayed Draw Loans, the applicable BorrowerPrepayment Amount, shall notify if any, for such Delayed Draw Loans being prepaid and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that, except with respect to any prepayments made pursuant to Section 2.09(a), (i) such Voluntary Prepayment Notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days 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 entire principal amount of the Loans then outstanding. Each such Voluntary Prepayment Notice shall specify the date of such prepayment, the amount of principal being prepaid, whether the Loans being prepaid are Initial Loans, Delayed Draw Loans or Additional Loans, and, in the case of a prepayment of a Swingline LoanDelayed Draw Loans, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) applicable Prepayment Amount, if any, determined with respect to such Delayed Draw Loans, as set forth in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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 definition thereof. The Borrower shall make such prepayment, (B) in together with all accrued interest thereon and the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowingrelated Prepayment Amount, not later than 12:00 noonif any, New York City time, and any additional amounts required pursuant to Section 3.04 on the date of prepayment or (C) specified in the case of prepayment of a Swingline Loansuch Voluntary Prepayment Notice, not later than 12:00 noon, Local Time, on the date of prepayment. Each and all such notice amounts shall be irrevocable due and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidpayable on such date; provided that, (x) if that a notice of prepayment is given in connection with a conditional notice of termination of Voluntary Prepayment Notice delivered by the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 and (y) a notice of prepayment of Loans Borrower may state that such notice is conditioned upon the effectiveness of certain events, including, without limitation, the closing 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 conditions are not satisfied. Promptly following receipt of Subject to Section 2.11(j), any such notice relating Voluntary Prepayment described in this Section 2.04 shall be made to a Borrowing, the Administrative Agent shall advise for 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, ratable accounts of the contents thereofLenders. 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 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 each 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)payment.

Voluntary Prepayments. (iSubject to the payment of any prepayment premium as required under Section 2.03(d) Any 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 that, (i) such notice in accordance with the provisions of this Section 2.11(a). The 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 Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, must be received not later than 12:00 noon, Local Time, 11:00 a.m. 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 prior to the date of prepayment, (Bii) 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 case 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 an ABR Borrowing $5,000,000 or a Canadian Base Rate Borrowingwhole multiple of $1,000,000 in excess thereof (or, not later than 12:00 noonif less, New York City timethe entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; 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 (C) a particular Disposition or the occurrence of a Change of Control and may be revoked by the Borrower in the case of event such refinancing or other transaction is not consummated, and if so revoked, such prepayment of a Swingline Loan, shall not later than 12:00 noon, Local Time, be due and payable. Any prepayment pursuant to this Section 2.03(a) shall be accompanied by (x) all accrued interest on the date 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 the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, applied (x) if a notice of with respect to any such prepayment is given in connection with a conditional notice of termination of on or prior to [June 30, 2021], ratably to the Commitments as contemplated by Section 2.09Term A Facility, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 the Term B-1 Facility, the Term B-2 Facility, the Term B-3 Facility and the Term C Facility 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 with respect 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 Borrowingprepayment after [June 30, the Administrative Agent shall advise the Lenders under the 2021 Revolving Facility2021], 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 Term A Facility, the prepaid Borrowing. Each prepayment of a 2023 Revolving Borrowing shall be applied ratably Term B-1 Facility, the Term B-2 Facility, the Term B-3 Facility and the Term C Facility and 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 principal repayment 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, thereof on a pro rata basis basis. Each such prepayment shall be applied to the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as Loans of the case may be, and ratably to Lenders in accordance with their respective Applicable Percentages in respect of each of 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)relevant Facilities.

Voluntary Prepayments. (i) Any Reductions in Revolving Loan Commitments and Acquisition Loan Commitments. Borrower shall have the right may at any time and from time on at least 5 days' prior written notice to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with Agent permanently reduce (but not terminate) the provisions of this Section 2.11(a). The applicable Borrower, Revolving Loan Commitment or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder Acquisition Loan Commitment; provided that (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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 any such reductions shall be in a Foreign Currency), minimum amount of $5,000,000 and integral multiples of $250,000 in each case before the date excess of prepaymentsuch amount, (B) in the case Revolving Loan Commitment shall not be reduced to an amount less than the amount of prepayment the Revolving Loan outstanding and the Acquisition Loan Commitment shall not be reduced to an amount less than the amount of an ABR Borrowing or a Canadian Base Rate Borrowingthe Acquisition Loan outstanding, not later than 12:00 noon, New York City time, on the date of prepayment or and (C) in after giving effect to such reductions, Borrower shall comply with Section 1.3(b)(i). Borrower may at any time on at least ten 10 days' prior written notice to Agent terminate the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on Revolving Loan Commitment and the date of prepayment. Each Acquisition Loan Commitment; provided that upon such notice termination all Loans and other Obligations shall be irrevocable immediately due and payable in full and all Letter of Credit Obligations shall specify be cash collateralized or otherwise satisfied in accordance with Annex B hereto. Borrower may at any time on at least ten 10 days' prior written notice to Agent terminate only the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidAcquisition Loan Commitment; provided that, (x) if a notice of that upon such termination all Acquisition Loans and other Obligations relating to the Acquisition Loans shall be immediately due and payable in full. Any voluntary prepayment is given in connection with a conditional notice of and any reduction or termination of the Commitments as contemplated Revolving Loan Commitment or the Acquisition Loan Commitment must be accompanied by payment of the Fee required by Section 2.091.9(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 2.09 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 satisfied1.13(b). Promptly following receipt of Upon any such notice relating reduction or termination of the Revolving Loan Commitment, Borrower's right to a Borrowingrequest Revolving Credit Advances, the Administrative Agent or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall advise the Lenders under the 2021 Revolving Facility, 2023 Revolving Facility, Tranche A-1 Term Loan Facility simultaneously be permanently reduced or Tranche A-2 Term Loan Facilityterminated, as the case may be, ; provided that a permanent reduction of the contents thereof. Each partial prepayment of any Borrowing Revolving Loan Commitment shall be in an amount that would be permitted require a corresponding pro rata reduction in the case of an advance of a Borrowing L/C Sublimit. Upon any such reduction or termination of the same Type and Class as provided in Section 2.02. Each prepayment of a 2021 Revolving Borrowing Acquisition Loan Commitment, Borrower's right to request Acquisition Loan Advances shall simultaneously 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 permanently reduced 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 Facilityterminated, as the case may be. Prepayments Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to 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)applied.

Voluntary Prepayments. (i) Any Borrower shall have the right The Company may, at its option, at any time and from time to time to time, prepay any Borrowing the Loans and the Reimbursement Obligations, in whole or in part, subject upon giving, in the case of any Eurodollar Loan, three Business Days' prior written notice to prior notice in accordance with the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (Agent, and, in the case of prepayment of a Swingline any Base Rate Loan, prior written notice on the Swingline Lender) by telephone same Business Day to the Administrative Agent. Such notice shall specify (confirmed by telecopy) of any prepayment hereunder (A1) in the case of any prepayment of a Eurocurrency Borrowing Loans, the date and amount of prepayment and whether the prepayment is (A) of Term Loans or Revolving Credit Loans, or a BA Equivalent Borrowingcombination thereof and (B) of Eurodollar Loans, not later than 12:00 noon, Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars Base Rate Loans or a BA Equivalent Borrowing) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency)combination thereof, and, in each case before if a combination thereof, the date of prepayment, principal amount allocable to each; and (B2) in the case of any prepayment of an ABR Borrowing or a Canadian Base Rate BorrowingReimbursement Obligations, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date and amount of prepayment. Each such notice shall be irrevocable and shall specify , the prepayment date identity of the applicable Letter of Credit or Letters of Credit and the principal amount allocable to each 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 satisfiedReimbursement Obligations. Promptly following Upon receipt of any such notice relating to a Borrowingnotice, 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, promptly notify each Lender of the contents thereofthereof and of such Lender's Applicable Percentage of such prepayment. Each partial prepayment of If any Borrowing such notice is given, the amount specified in such notice shall be in an amount that would be permitted 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 2.18 and, in the case of an advance of a Borrowing prepayments of the same Type and Class as provided in Term Loans only, accrued interest to such date on the amount prepaid. Prepayments of (A) the Term Loans pursuant to this Section 2.02. Each prepayment of a 2021 Revolving Borrowing 2.10(b) shall be applied ratably to the 2021 remaining scheduled installment payments of the Term Loans required pursuant to Section 2.5(b); and (B) the Revolving Credit Loans included in and the prepaid BorrowingReimbursement Obligations pursuant this Section shall (unless the Company otherwise directs) be applied, FIRST, to payment of the Revolving Credit Loans then outstanding, SECOND, to payment of any Reimbursement Obligations then outstanding and, LAST, to Cover any outstanding Letter of Credit Liability. Each prepayment of a 2023 Revolving Borrowing Base Rate Loans shall be applied ratably to the 2023 Revolving Loans included in the prepaid Borrowing. Each minimum principal amount of $500,000 and in integral multiples of $500,000 and each prepayment of a Tranche A-1 Term Loan Borrowing or Tranche A-2 Term Loan Borrowing under this Section 2.11(a) Eurodollar Loans shall be applied against in the remaining installments minimum principal amount 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$500,000 and in integral multiples of $500,000 or, in the manner specified by case of either Base Rate Loans or Eurodollar Loans, the relevant Borrower or, if not so specified aggregate principal balance outstanding 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 or on the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan FacilityRevolving Credit Loans and the Reimbursement Obligations, 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)applicable.

Voluntary Prepayments. (ia) 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 2.11(a). The 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 Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, Loan may not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 prepaid on or prior to the specified effective dateRevolving Credit Period Expiration Date other than (i) 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, prepayments 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 principal balance of the same Type and Class as provided in Section 2.02. Each prepayment Loan which arise from payments 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 one 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 more Pledged Receivables 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, related Obligor(s) 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 accordance with Section 2.5 and/or (ii) solely with respect to the Term Loans under Tranche B Advances, upon the occurrence of any conduit sale, securitization or securitization type transaction (collectively, a “Securitization Event”), upon at least sixty (60) days’ prior written notice to Agent, so long as the Loan or this Agreement shall not be terminated in connection therewith, provided, the prepayment of the Tranche A-1 Term B Advances following a Securitization Event (with no prepayment premium) shall be limited to once per calendar year (separately or together for each of Loans in respect of Eligible A Receivables and Loans in respect of Eligible B Receivables) during the Revolving Credit Period and no such prepayment shall be made during the three (3) calendar months preceding the Revolving Credit Period Expiration Date; provided, further, that any Receivables selected to be sold, transferred or contributed in connection with such Securitization Event must be selected from all similar Receivables of Borrower at random and with no intention to select Receivables in a manner that would be more adverse (as determined by Agent in its Permitted Discretion) to Agent or Lenders than other Receivables of Borrower. At any time after the Revolving Credit Period Expiration Date, subject to the terms of this Agreement and the payment of the applicable prepayment premium set forth in this Section 2.6(a) (other than with respect to prepayments of the principal balance of the Loan Facility which arise from payments of one or Tranche A-2 Term more Pledged Receivables by the related Obligor(s) or any other proceeds of Collateral and in accordance with Section 2.5), Borrower may terminate financing under this Agreement, and prepay the Loan Facilityin whole, but not in part. Such permitted prepayment in full shall be known as a “Voluntary Termination”), and may be effected only by providing Agent with written notice (the “Termination Notice”). The Termination Notice shall be provided to the Agent at least sixty (60) calendar days’ prior to the specific date upon which Borrower intends to cease financing hereunder and prepay the Obligations in full, which date shall be known as the case “Voluntary Termination Date”). In connection with a Voluntary Termination, if Borrower does not pay and perform all Obligations on the Voluntary Termination Date, Borrower may besubsequently terminate financing under this Agreement only upon delivering to Lender a new Termination Notice and otherwise complying with this Section 2.6(a). Prepayments In connection with a Voluntary Termination whereby the Voluntary Termination Date is on or before the date of the first anniversary of the Revolving Credit Period Expiration Date, the Indebtedness owing and to be paid by Borrower to Agent, for the benefit of Lenders, on the Voluntary Termination Date shall include as liquidated damages, not as a penalty, an amount equal to three percent (3%) multiplied by the then outstanding principal balance of the Loan. In connection with a Voluntary Termination whereby the Voluntary Termination Date is after the date of the first anniversary of the Revolving Credit Period Expiration Date and is on or before the date of the second anniversary of the Revolving Credit Period Expiration Date, the Indebtedness owing and to be accompanied paid by Borrower to Agent, for the benefit of Lenders, on the Voluntary Termination Date shall include as liquidated damages, not as a penalty, an amount equal to two percent (i2%) accrued interest multiplied by the then outstanding principal balance of the Loan. In connection with a Voluntary Termination whereby the Voluntary Termination Date is after the date of the second anniversary of the Revolving Credit Period Expiration Date, Borrower shall not have to the extent required by pay any liquidated damages under this Section 2.13 and (ii2.6(a) break funding payments pursuant to Section 2.16 (if any)in connection with such Voluntary Termination.

Voluntary Prepayments. (i) Any Borrower shall have the right right, at any time and its option, from time to time to prepay any Borrowing the portion of the Sponsor Borrower Loan owed by Borrower in whole or in partpart at any time, subject to prior notice in accordance with the provisions of this Section 2.11(a). The applicable Borrowerterms hereof, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09, then such notice of but no prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 less than the outstanding principal balance 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, accrued interest of the contents thereofBorrowing Advance Tranche being prepaid, except for partial prepayments made by Borrower in order to remedy non-compliance with the Sublimits as provided for herein. Each partial prepayment of Whenever Borrower desires to prepay any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing part of the same Type and Class as provided in Section 2.02. Each Sponsor Borrower Loan owed by Borrower, Borrower shall provide a prepayment of a 2021 Revolving Borrowing shall be applied ratably Notice 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 Lender by the relevant Borrower or, if not so specified on or 12:00 p.m. Eastern Time at least 10 Business Days prior to the date of such prepayment, the proposed prepayment setting forth the following information: (i) the amount to be prepaid; (ii) the estimated date on which the proposed prepayment is to be made; and (iii) a pro rata basis statement indicating the application of the prepayment to the Borrowing Advance Tranche. All prepayment Notices shall be irrevocable. The principal amount of the Borrowing Advance Tranche A-1 Term Loan Facility for which a prepayment Notice is given, together with Accrued Interest, shall be due and payable by 12:00 p.m. Eastern Time on the date on which the proposed prepayment is to be made. Lender shall, upon receipt of Borrower’s Notice, prepare and deliver to Borrower the same day via facsimile 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 other electronic transmittal a statement of principal interest due with respect to such prepayment, provided that in the Term Loans under event Borrower’s prepayment Notice is not received by Lender prior to 12:00 p.m. Eastern Time, Lender shall not be obligated to prepare and deliver such statement of interest until 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)Business Day following Lender’s receipt of such Notice.

Voluntary Prepayments. The Borrower may, upon notice (iwhich 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 be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by a Responsible Officer) Any Borrower shall have to the right 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 part, subject part (a “Voluntary Prepayment”) in an amount equal to prior notice in accordance with the provisions sum of this Section 2.11(a). The applicable Borrower, or (x) the Company on behalf aggregate principal amount of the Loans being prepaid, (y) the applicable BorrowerPrepayment Amount, shall notify if any, for such Loans and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that, except with respect to any prepayments made pursuant to Section 2.09(a), (i) such Voluntary Prepayment Notice must be received by the Administrative Agent not later than 12:00 p.m., two (and, in the case 2) Business Days prior to any date of prepayment of a Swingline Loan, the Swingline Lenderand (ii) by telephone (confirmed by telecopy) of any prepayment hereunder 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 of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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 Loans then outstanding. Each such Voluntary Prepayment Notice shall specify the date of such prepayment, (B) the amount of principal being prepaid and the applicable Prepayment Amount, if any, determined with respect to the applicable Loans as set forth in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowingdefinition thereof, not later than 12:00 noonincluding any definition thereof set forth in any Incremental Agreement relating to Additional Loans, New York City timeif any. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount, if any, and any additional amounts required pursuant to Section 3.04 on the date of prepayment or (C) specified in the case of prepayment of a Swingline Loansuch Voluntary Prepayment Notice, not later than 12:00 noon, Local Time, on the date of prepayment. Each and all such notice amounts shall be irrevocable due and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidpayable on such date; provided that, (x) if that a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated Voluntary Prepayment Notice delivered by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 and (y) a notice of prepayment of Loans Borrower may state that such notice is conditioned upon the effectiveness of certain events, including, without limitation, the closing 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 conditions are not satisfied. Promptly following receipt of any such notice relating Any Voluntary Prepayment described in this Section 2.04 shall be made to a Borrowing, the Administrative Agent shall advise for 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, ratable accounts of the contents thereofLenders. 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 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 each 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)payment.

Voluntary Prepayments. (i) Any 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 this Section 2.11(a). The applicable Borrower, part without premium or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent penalty; provided that (and, in the case of prepayment of a Swingline Loan, the Swingline Lenderi) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, Term SOFR Loans may be repaid only upon three (3) Business Days Days’ prior written notice to the 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 Eurocurrency Borrowing denominated in Dollars or a BA Equivalent Borrowingprepayment under this clause (a) or four clause (4b) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency)below, in each case before the date of prepayment, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, interest on the principal amount prepaid shall be payable on any date of that a prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 revocable by the Company or applicable Borrower (by notice to the Administrative Agent on or prior to the proposed prepayment date 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 anytherein).

Voluntary Prepayments. Reductions in Revolving Loan Commitments. --------------------------------------------------------------- Borrower may at any time on at least 5 days' prior written notice to Agent (i) Any voluntarily prepay all or part of the Term Loan and/or (ii) permanently reduce (but not terminate) the Revolving Loan Commitment, in each case, in increments of $5,000,000; provided that (A) the Revolving Loan Commitment shall not be -------- reduced to an amount less than $190,000,000, and (B) after giving effect to such reductions, Borrower shall have the right comply with Section 1.3(b)(i). Borrower may at any ----------------- time on at least ten 10 days' prior written notice to Agent terminate the Revolving Loan Commitment, provided that upon such termination all Loans and from time to time to prepay any Borrowing -------- other Obligations shall be immediately due and payable in whole full and all Letter of Credit Obligations shall be cash collateralized or in part, subject to prior notice otherwise satisfied in accordance with the provisions of this Section 2.11(a)Annex B hereto. The applicable Borrower, Any voluntary prepayment and any reduction or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated Revolving Loan Commitment must be accompanied by Section 2.09, then such notice the payment of prepayment may be revoked if such notice of termination is revoked any LIBOR funding breakage costs in accordance with Section 2.09 and (y) a notice 1.13(b). Upon any --------------- such reduction or termination of prepayment the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Loans may state that such notice is conditioned upon the effectiveness of other credit facilitiesCredit Obligations be incurred on its behalf, indentures or similar agreements request Swing Line Advances, shall simultaneously be permanently reduced 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 Facilityterminated, as the case may be, ; provided that a permanent reduction of the contents thereofRevolving Loan Commitment shall not -------- require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment of shall designate the Loan or other Obligations to which such prepayment is to be applied; provided that any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing partial prepayments of the same Type and Class as provided in Section 2.02. Each prepayment of a 2021 Revolving Borrowing Term -------- Loan shall be applied ratably to prepay the 2021 Revolving Loans included in scheduled installments of 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 in inverse order 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)maturity.

Voluntary Prepayments. (i) Any 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 part, subject part (a “Voluntary Prepayment”) in an amount equal to prior notice in accordance with the provisions sum of this Section 2.11(a). The applicable Borrower, or (x) the Company on behalf aggregate principal amount of the Loans being prepaid, (y) the applicable BorrowerPrepayment Amount and (z) all accrued interest on the amount prepaid, shall notify together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noonp.m., Local Time, three two (32) 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 prior to any date of prepayment, prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) in the case entire principal amount of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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, (x) if that a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated Voluntary Prepayment Notice delivered by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 and (y) a notice of prepayment of Loans Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing 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 conditions are not satisfied. Promptly following receipt of any such notice relating Any Voluntary Prepayment described in this Section 2.04 shall be made to a Borrowing, the Administrative Agent shall advise for 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, ratable accounts of the contents thereofLenders. Each partial prepayment The Administrative Agent shall forward to each Lender its Ratable Share of any Borrowing such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given 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 accordance with 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)6.12.

Voluntary Prepayments. (i) Any Borrower shall have Borrowers may voluntarily prepay the right at any time and from time to time to prepay any Borrowing Outstanding Amount of the Loans, in whole or in part, subject to prior notice in accordance with the provisions of this Section 2.11(a). The 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 Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, upon not later less than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepayment. Each such Days' prior irrevocable written 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 Administrative Borrower (by notice to the Administrative Agent on (or prior such shorter period as the Administrative Agent, in its sole discretion, may otherwise agree); provided, that any prepayment of the Term Loans shall be in a principal amount of not less than $2,500,000, or an integral multiple of $250,000 in excess thereof (or, if less, the entire Outstanding Amount of the Term Loans). In connection with any voluntary prepayment of the Term Loans, Borrowers shall pay the sum of: (i) the Outstanding Amount of the Term Loans being paid or prepaid; plus (ii) the Make-Whole Amount (if applicable); plus (iii) accrued and unpaid interest (at the rate then applicable to the specified effective dateapplicable Term Loans being prepaid) on the amounts on the Outstanding Amount of the Loans being paid or prepaid. All prepayments of the Term Loans shall be applied to the Outstanding Amount of the Term Loans. In connection with any such voluntary prepayment of the Term Loans, each Borrower acknowledges that such prepayment may result in Lenders incurring additional costs, expenses or liabilities, and that, as of the date hereof, it is difficult to ascertain the full extent of such costs, expenses or liabilities. Accordingly, each Borrower agrees that the Make-Whole Amount payable in connection with any such voluntary prepayment of the Term Loans, to the extent applicable, represents a reasonable estimate of the costs, expenses or liabilities of Lenders in connection with any such prepayment. Without affecting any of any Lending Party's rights and remedies hereunder or in respect hereof, if a Borrower fails to pay the Make-Whole Amount (if applicable) when due, then the amount thereof shall thereafter bear interest until paid in full at the Default Rate. Notwithstanding anything herein to the contrary, Administrative Borrower may rescind any notice of prepayment under this Section 2.03(b) if such condition is not satisfied. Promptly following receipt of any such notice relating to prepayment would have resulted from 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, refinancing of the contents thereof. Each partial prepayment of any Borrowing Loans or other contingent transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed (in which case, a new notice shall be required to be sent in an amount that would connection with any subsequent prepayment). For the avoidance of doubt, no Make-Whole Amount or other prepayment premium or penalty shall be payable in connection with voluntary prepayments of Revolver Loans except to the extent accompanied by a corresponding reduction in Revolver Commitments. Notwithstanding the foregoing, no voluntary prepayments in respect of the Term Loans shall 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 to 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 made under this Section 2.11(aclause (b) 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 that the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may beSpecified Prepayment has been made, and ratably to thereafter solely if 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)Payment Conditions are satisfied.

Voluntary Prepayments. (i) Any Borrower The Company shall have the right at any time privilege of prepaying the Revolving Credit Notes and from time to time to prepay any Borrowing the Supplemental Revolving Credit Notes in whole or in part (but if in part, subject to then in a minimum amount of $50,000 or such greater amount which is an integral multiple of $50,000) and the Acquisition Financing Notes and the Term Notes in whole or in part (but if in part, then in a minimum amount of $100,000 or such greater amount which is an integral multiple of $100,000) at any time upon 1 Business Day's prior notice in accordance with to the provisions Agent (such notice if received subsequent to 12:00 noon Chicago time on a given day to be treated as though received at the opening of this Section 2.11(abusiness on the next Business Day). The applicable Borrower, or which shall promptly so notify the Company on behalf Lenders, by paying to the Agent for the account of the applicable BorrowerLenders the principal amount to be prepaid and (i) if such a prepayment prepays the Term Notes relating to the same Borrowing in full, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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 accrued interest thereon to the date of prepayment, (Bii) if such a prepayment prepays the Revolving Credit Notes in full and is accompanied by the case termination in whole of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowingthe Revolving Credit Commitments, not later than 12:00 noon, New York City time, on accrued interest thereon to the date of prepayment or (C) in the case of plus any commitment fee which has accrued and is unpaid plus any prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 thatfee due under Section 3.8 hereof, (x) if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 dateiii) if such condition a prepayment prepays the Acquisition Financing Notes in full and is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, accompanied by 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, termination in whole 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 FacilityAcquisition Financing Commitments, as the case may be, in the manner specified by the relevant Borrower or, if not so specified on or prior accrued interest thereon to the date of prepayment plus any commitment fee which has accrued and is unpaid plus any prepayment fee due under Section 3.8 hereof, (iv) if such prepaymenta prepayment prepays the Supplemental Revolving Credit Notes in full and is accompanied by the termination in whole of the Supplemental Revolving Credit Commitments, on a pro rata basis accrued interest thereon to the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may bedate of prepayment plus any prepayment fee due under Section 3.8 hereof, and ratably (v) any amounts due to the Term Loans Lenders 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)2.8 hereof.

Voluntary Prepayments. (i) Loan. Other than mandatory prepayments as set forth in Section 1.5(b), below, and in connection with Upgraded Notes Receivable and as provided in (y) below, prepayments of the Loan shall not be permitted during the Revolving Period nor during the first or second Loan Years, except through application of funds pursuant to Section 1.4(a). Any actual or attempted voluntary prepayment by Borrower in violation of such voluntary prepayment prohibition shall constitute an immediate Event of Default and Borrower shall have pay interest at the right at any time Default Rate calculated and payable based on the aggregate committed Loan amount 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 2.11(a). The 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 Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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 and after the date of prepayment, (B) in the case of any such actual or attempted voluntary prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on until the date of that this prepayment or (C) in prohibition is not longer applicable. Notwithstanding the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 thatforegoing, (x) if an inadvertent or erroneous actual or attempted voluntary prepayment occurs in violation of this Section 1.5(a) by reason of a notice direction of funds to Lender in error, Borrower shall be entitled to withdraw such prepayment within five (5) Business Days after Borrower is given notified in connection with a conditional notice writing of termination such prepayment in which case, no Event of the Commitments as contemplated by Default shall occur under this Section 2.091.5(a), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 and (y) Borrower shall be permitted to prepay the Loan during or after the Revolving Period by reason of a notice dissolution of Borrower pursuant to the terms of Section 8.1(A)(2) of its limited liability company agreement provided that if such prepayment is made during the Revolving Period or during the first Loan Year, Borrower shall pay to Lender a prepayment premium equal to three percent (3%) of the amount of such prepayment together with such prepayment. For avoidance of doubt, prepayment of Loans may state that such notice is conditioned upon the effectiveness Loan during or after the Revolving Period by reason of other credit facilitiesa dissolution of Borrower permitted by the foregoing sentence shall not constitute an Event of Default or trigger interest at the Default Rate. Thereafter, indentures or similar agreements or other transactions, in which case such notice voluntary prepayments of the Loan may be revoked by the Company or applicable Borrower made in whole, but not in part, on any scheduled interest payment date upon not less than five (by 5) Business Days prior written notice to the Administrative Agent on or prior Lender. The above-referenced Default Rate interest and prepayment premium which may be applicable to the specified effective date) if such condition is not satisfied. Promptly following receipt certain Loan prepayments as set forth herein shall represent liquidated damages and reasonable calculation 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, Lender's lost profits in view of the contents thereof. Each partial prepayment difficulties and impracticality of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing determining actual damages from early termination 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)Loan.

Voluntary Prepayments. (a) The District will not make, and none of the Trustee, MBIA or the Bank will accept or receive, any payment or benefit in cash, by setoff or otherwise, directly or indirectly, on account of principal, interest or any other amounts arising as a result of the voluntary prepayment by the District of any or all of the 1998 Certificates, the 2009A Certificates or any future Parity Obligations; provided, however, that the District may make (i) Any Borrower shall have and the right Trustee and MBIA may receive, a voluntary prepayment on account of principal, interest or other amounts arising under the 1998 Certificates or any other Parity Obligations with the prior written consent of the Bank, which consent may be granted in the Bank’s sole and absolute discretion, (ii) and the Trustee and the Bank may receive, a voluntary prepayment on account of principal, interest or other amounts arising under the 2009 Certificates or any other Parity Obligations with the prior written consent of MBIA, which consent may be granted in MBIA’s sole and absolute discretion and (iii) and the Trustee, MBIA, the Bank or the holder of any Parity Obligations, as applicable, may receive a voluntary prepayment on account of principal, interest or other amounts arising under the 1998 Certificates, the 2009 Certificates or any other Parity Obligations without the consent of MBIA or the Bank, if after giving effect to any such voluntary prepayment, the District has an Unrestricted and Undesignated Cash and Investments to Debt Ratio of not less than 0.20 to 1.00. Notwithstanding anything to the contrary contained in this Section 7(a), the District may refund in their entirety, but not in part, the 1998 Certificates, the 2009 Certificates or any other Parity Obligations at any time and from time to time to prepay any Borrowing in whole proceeds of Parity Obligations or in part, subject to prior notice in accordance with the provisions of this Section 2.11(a)subordinate debt. The 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 Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 Prior to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of District making 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 voluntary 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 any7(a)(iii), the District shall deliver an officer’s certificate to the Trustee, MBIA and the Bank detailing pro forma compliance with the Unrestricted and Undesignated Cash and Investments Ratio set forth in this Section 7(a).

Voluntary Prepayments. The Borrower may, upon notice (iwhich 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 be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by a Responsible Officer) Any Borrower shall have to the right 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 part, subject part (a “Voluntary Prepayment”) in an amount equal to prior notice in accordance with the provisions sum of this Section 2.11(a). The applicable Borrower, or (x) the Company on behalf aggregate principal amount of the applicable BorrowerLoans being prepaid and (y) all accrued interest on the amount prepaid, shall notify together with any additional amounts required pursuant to Section 3.04; provided that, except with respect to any prepayments made pursuant to Section 2.09(a), (i) such Voluntary Prepayment Notice must be received by the Administrative Agent not later than 12:00 p.m., two (and, in the case 2) Business Days prior to any date of prepayment of a Swingline Loan, (or such shorter period as the Swingline LenderAdministrative Agent and the Lenders may agree) by telephone and (confirmed by telecopyii) of any prepayment hereunder 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 a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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 Loans then outstanding and being prepaid. Each such Voluntary Prepayment Notice shall specify the date of such prepayment, (B) in the case amount of prepayment of an ABR Borrowing principal being prepaid, whether the Loans being prepaid are Initial Loans, Revolving Loans or a Canadian Base Rate BorrowingAdditional Loans. The Borrower shall make such prepayment, not later than 12:00 noon, New York City time, together with all accrued interest thereon and any additional amounts required pursuant to Section 3.04 on the date of prepayment or (C) specified in the case of prepayment of a Swingline Loansuch Voluntary Prepayment Notice, not later than 12:00 noon, Local Time, on the date of prepayment. Each and all such notice amounts shall be irrevocable due and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidpayable on such date; provided that, (x) if that a notice of prepayment is given in connection with a conditional notice of termination of Voluntary Prepayment Notice delivered by the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 and (y) a notice of prepayment of Loans Borrower may state that such notice is conditioned upon the effectiveness of certain events, including, without limitation, the closing 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 conditions are not satisfied. Promptly following receipt of Subject to Section 2.11(j), any such notice relating Voluntary Prepayment described in this Section 2.04 shall be made to a Borrowing, the Administrative Agent shall advise for 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, ratable accounts 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 Lenders 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).Types of

Voluntary Prepayments. (i) Any Borrower The Borrowers shall have the right at any time after the second anniversary of the Closing Date and from time to time thereafter to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of deliver a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 written notice to the Administrative Agent containing an offer by the Borrowers to prepay the Loans in whole (but not in part) on or prior to the specified effective a Business Day set forth in such notice (such date, a “Voluntary Prepayment Date”) if such condition which is not satisfied. Promptly earlier than 60 days following receipt of any the date on which such notice relating to a Borrowing, is actually received by the Administrative Agent shall advise (such date, a “Voluntary Prepayment Notice Date”), and the Lenders under shall accept such offer if, and only to the 2021 Revolving Facilityextent that, 2023 Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as (a) the case may be, Borrowers shall have entered into a Registration Rights Agreement for the benefit of the contents thereof. Each partial prepayment of any Borrowing shall be Initial Lenders in an amount that would be permitted in the case of an advance of a Borrowing of the same Type form and Class as provided in Section 2.02. Each prepayment of a 2021 Revolving Borrowing shall be applied ratably substance reasonably acceptable 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 Initial Lenders prior to the date of such offer, (b) such prepayment is permitted under the Reference Subordination Agreement, (c) the Borrowers deliver to the Lenders documentation in substance and form reasonably satisfactory to the Lenders evidencing that the Borrowers have binding commitments from financing sources (including cash on hand) acceptable to the Lenders to finance such prepayment, in an amount not less than the aggregate outstanding principal amount of, and interest on, the Loans through the Voluntary Prepayment Date (including any additional amounts under Sections 4.2(b)(ii) and 6.5), and (d) the Voluntary Prepayment Compensation Condition has been satisfied. Any such notice to prepay the Loans shall be irrevocable and in case the Borrowers deliver such notice and the conditions under clauses (a) through (d) above are satisfied, the Loans shall become due and payable in full on a pro rata basis the Voluntary Prepayment Date. Notwithstanding the foregoing, subject to the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan FacilityReference Subordination Agreement, 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 the Borrowers shall have entered into a Registration Rights Agreement for the benefit of the Initial Lenders in form and substance reasonably acceptable to the Initial Lenders prior to the date of any IPO, the Borrowers shall have the right to prepay the Loans in whole (but not in part) at any time (subject to a five Business Days prior written notice to such effect from the Borrower Representative to the Administrative Agent) after such IPO without any obligation to comply with the foregoing provisions of this Section 2.13 and 6.2.1 other than clause (ii) break funding payments pursuant to Section 2.16 (if anyb).

Voluntary Prepayments. Borrower may, at its option and upon not less than thirty (i30) Any Borrower shall have days’ (if given via U.S. Postal Service) or twenty (20) days’ (if given via facsimile, email or overnight courier), but no more than sixty (60) days’ prior written notice to Lender, prepay the right at any time and from time to time to prepay any Borrowing Debt in whole or in part, subject provided (i) Borrower pays to prior notice Lender all accrued and unpaid interest on the amount of principal being prepaid through and including the date of prepayment and, if such prepayment occurs on a date which is not a Payment Date, all interest which would have accrued on the amount of principal being prepaid after the date of such prepayment to the next Payment Date (the “Interest Shortfall”); (ii) Mezzanine A Borrower simultaneously prepays the Mezzanine A Loan in whole, but not in part (except in connection with the release of an Individual Property in accordance with Section 2.6 of the provisions Mezzanine A Loan Agreement) pursuant to the Mezzanine A Loan Agreement by a dollar amount which bears the same relation to the principal amount of the Mezzanine A Loan outstanding immediately prior to such prepayment as the amount of the Loan prepaid pursuant to this Section 2.11(a). The applicable Borrower, or 2.3.1 bears to the Company on behalf principal amount of the applicable BorrowerLoan outstanding immediately prior to such prepayment; and (iii) if such prepayment occurs prior to the Prepayment Consideration Period End Date, Borrower pays to Lender the Prepayment Consideration. Borrower shall notify be permitted the Administrative Agent (and, in the case right to rescind and revoke or postpone its notice of prepayment given in accordance with this Section 2.3.1, provided that (i) a written notice of a Swingline Loan, the Swingline Lender) such rescission and revocation or postponement is received by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later Lender no sooner than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 prepayment indicated by (i) accrued interest to the extent required by Section 2.13 Borrower and (ii) break funding payments pursuant to Section 2.16 (if any)Borrower pays Lender’s reasonable out-of-pocket costs and expenses incurred as a result of Lender’s receipt of such notice of prepayment.

Voluntary Prepayments. (ia) Any The Borrower shall have the right at any time and from time may elect to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent and the Lenders that it may wish to make below par voluntary prepayments of the Loans (and, each such payment a “Voluntary Prepayment”) pursuant to the procedures set forth in this Section 2.15; provided that (x) the case Borrower shall specify in an Election Notice to the Administrative Agent whether such Voluntary Prepayment will be a utilization of prepayment the Borrower’s Discounted Prepayment Portion of a Swingline LoanAvailable Cash or the Borrower’s Discretionary Portion of Available Cash and (y) Voluntary Prepayments shall only be permitted to be made in amounts not exceeding aggregate unused amount of the Borrower’s Discounted Prepayment Portion of Available Cash or the aggregate unused amount of the Borrower’s Discretionary Portion of Available Cash (as applicable) at the time such Voluntary Prepayment is made. At the time of any Voluntary Prepayment, the Swingline LenderBorrower shall certify, with reasonable supporting detail (as determined by the Administrative Agent), (i) compliance with the requirements of this Section 2.15, which certification shall include a schedule setting forth the computation (and any utilization by telephone (confirmed by telecopythe Borrower) of any prepayment hereunder (A) in the case Available Cash, Borrower’s Discounted Prepayment Portion of prepayment Available Cash and Borrower’s Discretionary Portion of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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 prepaymentAvailable Cash, (Bii) in that no Event of Default pursuant to Section 6.13 could reasonably be expected to occur during the case succeeding four calendar quarters if such Voluntary Prepayment is not made, (iii) that such Voluntary Prepayment shall have been approved by at least 66 ⅔% of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or Borrower’s Governing Board and (Civ) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepayment. Each such notice shall be irrevocable that immediately prior to and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof after giving effect to be prepaid; provided thatany Voluntary Prepayment, (x) if a notice no Default or Event of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may Default shall have occurred and be revoked if such notice of termination is revoked in accordance with Section 2.09 continuing and (y) a notice the Loan Parties shall have Unrestricted Cash 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)at least $40,000,000.

Voluntary Prepayments. (i) Any Borrower shall have may prepay the right at any time and from time to time to prepay any Borrowing Loan in whole or in part, subject without penalty or premium (other than payment of the Minimum Multiple as provided below), upon at least ten (10) Business Days’ prior written notice to prior Administrative Agent, which notice (each, a “Prepayment Notice”) shall specify the Business Day upon which such prepayment shall be made (each such date, a “Prepayment Date”) and may be revoked by Borrower by written notice to Administrative Agent up until and including the Prepayment Date (provided that Borrower pays all actual out-of-pocket costs and expenses incurred by Administrative Agent or any Lender on account of such revocation), provided that, together with such principal prepayment, Borrower pays: (A) all accrued and unpaid interest on the applicable portion of the Loan being prepaid to and including the applicable Prepayment Date, (B) all other sums then due and payable by Borrower under the Loan Documents with respect to the portion of the Loan being prepaid, (C) if such Prepayment Date is not a Payment Date, all interest that would have accrued on the applicable portion of the Loan being prepaid through the last day of the Interest Period within which such Prepayment Date occurs, and (D) contemporaneous with such prepayment of the Loan in full (or a portion thereof, as the case may be) Borrower shall also cause the Mezzanine Borrower to prepay the Mezzanine Loan or a corresponding percentage thereof based on the Loan Percentage Share in accordance with the provisions of this Section 2.11(a)the Mezzanine Loan Agreement. The applicable Borrower, or If the Company on behalf Minimum Multiple has not been satisfied as of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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 prepaymentfinal repayment of the Loan, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of Borrower’s final prepayment or (C) repayment of the Loan in full shall, in addition to all amounts required above, include the case of prepayment amount necessary to satisfy the Minimum Multiple and such amount shall be distributed by Administrative Agent to the Lenders. Upon receipt of a Swingline LoanPrepayment Notice pursuant to this Section 2.12, not later Administrative Agent shall promptly (but in no event more than 12:00 noon, Local Time, on one (1) Business Day after Administrative Agent’s receipt of such written notice) notify each Lender of the date contents thereof and of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and Lender’s ratable share of the principal amount of each Borrowing or such prepayment. Except as otherwise provided above, no 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 Mezzanine 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 prepaid until the Loan has been repaid 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)full.

Voluntary Prepayments. From and after the Closing Date, so long as no Event of Default has occurred and is continuing, Borrower may, at its option and upon at least five (5) Business Days prior written notice to Lender, prepay the Outstanding Principal Balance in whole only, (i) Any prior to the Spread Maintenance Date, provided that such prepayment is accompanied by (a) the Spread Maintenance Premium and (b) the Prepayment Premium, and provided further, if such prepayment occurs on a date other than a Payment Date, Borrower shall have also pay to Lender interest at the right Applicable Interest Rate on the amount so prepaid through, but not including, the next succeeding ninth (9th) day of a calendar month, (ii) from and after the Spread Maintenance Date, through, but not including, May 9, 2008, provided that such prepayment is accompanied by the Prepayment Premium, and provided further, if such prepayment occurs on a date other than a Payment Date, Borrower shall also pay to Lender interest at the Applicable Interest Rate on the amount so prepaid through, but not including, the next succeeding ninth (9th) day of a calendar month, and (iii) from and after May 9, 2008, freely, with no additional fees or penalties, provided that if such prepayment occurs on a date other than a Payment Date, Borrower shall also pay to Lender interest at the Applicable Interest Rate on the amount so prepaid through, but not including, the next succeeding ninth (9th) day of a calendar month. Except for any prepayment pursuant to Sections 2.4.2 and 6.4(c) hereof (provided that in any case no Event of Default has occurred and is continuing at the time and from time of such prepayment), Lender shall not be obligated to time to prepay accept any Borrowing prepayment unless it is accompanied by the Spread Maintenance Premium or the Prepayment Premium due in whole or connection therewith, as set forth above in part, subject to prior notice in accordance with the provisions of this Section 2.11(a)2.4.1. The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of Any partial prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked applied in accordance with Section 2.09 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)2.4.3.

Voluntary Prepayments. (i) Any Borrower shall have the right Borrowers may at any time and from time to time to prepay any Borrowing in whole or in part, subject to on at least three (3) days' prior written notice in accordance with the provisions of this Section 2.11(a). The 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 Loan, the Swingline LenderLIBOR Loans and two (2) by telephone (confirmed by telecopy) of any prepayment hereunder (A) days' prior written notice in the case of Index Rate Loans, to Administrative Agent (i) voluntarily prepay all or part of the Term Loans, pro rata, in accordance with this SECTION 1.3(a), and/or (ii) voluntarily prepay all or part of the Revolving Loan and/or permanently reduce (but not terminate) the Revolving Loan Commitment; PROVIDED that (A) any such prepayments or reductions shall be in a minimum amount of $500,000 and integral multiples of $100,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the greater of (x) $5,000,000 and (y) the L/C Sublimit and (C) Borrowers shall pay to Administrative Agent in connection therewith the prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowingpremiums set forth in SECTION 1.9(c), not later than 12:00 noon, Local Time, if applicable. Borrowers may at any time on at least three (3) Business Days (in days' prior written notice to Administrative Agent terminate 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)Revolving Loan Commitment, in each case before the date of prepayment, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepayment. Each PROVIDED that upon such notice termination all Loans and other Obligations shall be irrevocable immediately due and shall specify the payable in full. Any such voluntary prepayment date and the principal amount of each Borrowing any such reduction 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 Commitments as contemplated Revolving Loan Commitment must be accompanied by Section 2.09, then such notice the payment of prepayment may be revoked if such notice of termination is revoked any LIBOR funding breakage costs in accordance with Section 2.09 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 satisfiedSECTION 1.13(b). Promptly following receipt of Upon any such notice relating prepayment and reduction or termination of the Revolving Loan Commitment, Borrowers' right to a Borrowingrequest Revolving Credit Advances, the Administrative Agent or request that Letter of Credit Obligations be incurred on their behalf, or request Swing Line Advances, shall advise the Lenders under the 2021 Revolving Facility, 2023 Revolving Facility, Tranche A-1 Term Loan Facility simultaneously be permanently reduced or Tranche A-2 Term Loan Facilityterminated, as the case may be, ; PROVIDED that a permanent reduction of the contents thereofRevolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each partial prepayment of the Term Loans shall be applied pro rata across all of the Term Loans, based upon the amounts outstanding under each of the Term Loans, and shall reduce each unpaid installment of principal on each Term Loan pro rata. Borrowers may at any Borrowing time upon at least three (3) days' prior written notice to Administrative Agent, terminate or permanently reduce the Contingent Payment Loan Commitment, PROVIDED that any such reductions shall be in an a minimum amount that would be permitted of $500,000 and integral multiples of $100,000 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 excess 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)amount.

Voluntary Prepayments. (ia) Any Borrower shall have the right Borrower, with thirty (30) Business Days’ notice to Administrative Agent, may at any time and from time to time to prepay any Borrowing the Principal Amount, in whole or in part, subject to prior provided that Borrower gives facsimile notice in accordance with of such prepayment which shall specify: (i) the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf date and amount of the applicable Borrowerprepayment; (ii) whether the prepayment is of LIBOR Loans, shall notify the Administrative Agent (Base Rate Loans or a combination thereof, and, in the case of prepayment of if a Swingline Loancombination thereof, the Swingline Lender) by telephone amount allocable to each; and (confirmed by telecopy) of any prepayment hereunder (Aiii) in the case of prepayment of a Eurocurrency Borrowing LIBOR Loans, the expiration date of the applicable Interest Period. Prepayment of all or a BA Equivalent Borrowing, any portion of the Principal Amount may be made in accordance with this Section 2.11(a) provided that: (i) the principal amount prepaid is not later less than 12:00 noon, Local Time, three $1,000,000; (3ii) 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 all accrued and unpaid interest to and including the date of prepayment, (B) in the case of such prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or amount being prepaid is then paid; (Ciii) in any amounts payable pursuant to Article III are then paid; (iv) the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, applicable Prepayment Fee is then paid on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing any prepayment in excess of $7,500,000 in any calendar year; and (v) all fees and expenses incurred by Administrative Agent or portion thereof to be prepaid; provided that, (x) if a notice of prepayment is given Lenders in connection with a conditional the prepayment are then paid. Amounts prepaid may not be reborrowed. Each notice of termination of the Commitments as contemplated delivered by Borrower pursuant to this Section 2.09, then such notice of prepayment may 2.11 shall be revoked if such notice of termination is revoked in accordance with Section 2.09 and (y) irrevocable; provided that a notice of prepayment of Loans delivered by Borrower 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 not less than three (3) Business Days prior to the specified effective noticed prepayment date) if such condition is not or will not be 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. (ia) Any Upon 45 days prior written notice to the Lenders, Borrower shall have the right may prepay 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 least $50,000,000 of this Section 2.11(a). The 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 Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 the Loans without premium or portion thereof penalty at any time if the Daily VWAP for the Common Stock has been greater than $12.50 (the “Required Conversion Price”) per share for the thirty (30) Trading Day period immediately preceding such prepayment date. All prepayments under this Section 2.08 shall be accompanied by accrued and unpaid interest (including Permitted Accrued Interest) and Fees on the principal amount to be prepaid; provided thatprepaid to but excluding the date of payment. All prepayments pursuant to this Section 2.08 shall be subject to Section 2.11. In order to exercise any such election to prepay all or a portion of the Loans, (xthe Borrower shall, at the time it gives notice of prepayment, arrange for one or more investment banking firms of national reputation to underwrite the sale of the Common Stock issuable upon conversion of all shares of Preferred Stock that are issuable upon exchange of the Loans pursuant to an underwriting agreement on customary terms for similar offerings of securities. In the event the underwriter(s) if are unable to arrange for the sale of such Common Stock at a price at least equal to the Required Conversion Price, the Borrower’s notice of prepayment shall be deemed to have been withdrawn. The Required Lenders at their sole discretion, and without regard to whether the underwriter is given in connection with a conditional notice able to obtain the Required Conversion Price, may notify the Borrower within five (5) days of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 and (y) a notice of prepayment of Loans may state their election not to proceed with an offering of Common Stock and of their election to exchange and retain Preferred Stock. At the time the Borrower gives any notice of prepayment, it will deliver the information and take the actions required pursuant to Section 5.15; provided 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 no prepayment shall be revoked by the Company or applicable Borrower (by notice to the Administrative Agent on or made prior to the specified effective date) if such condition is not satisfied. Promptly following receipt termination of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders required waiting period 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)HSR Act.

Voluntary Prepayments. (i) Any Except as otherwise provided herein, Borrower shall not have the right at any time and from time to time to prepay any Borrowing the Loan in whole or in part. On and after the Permitted Prepayment Date Borrower may, subject to at its option and upon thirty (30) days prior notice to Lender, prepay the Debt in whole but not in part; provided, however, any prepayment received by Lender prior to November 10, 2008 shall be accompanied by the applicable Prepayment Fee. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon through and including the end of the Interest Period in which the next Monthly Payment Date occurs; provided, however, that no prepayment shall be permitted on any date during the period commencing on the first calendar day immediately following a Monthly Payment Date to, but not including, the Determination Date in such calendar month, unless consented to by Lender in its sole discretion. Any notice of prepayment shall be revocable by Borrower, except during the period commencing on the date five (5) Business Days prior to the applicable date of prepayment set forth in such notice of prepayment and ending on such date, during which time such notice is irrevocable; provided, Borrower may not revoke more than two (2) such notices of prepayment in any twelve (12) month period. If Borrower elects to revoke a notice of prepayment in accordance with the provisions of this Section 2.11(a). The applicable Borrowerprior sentence, or Borrower shall indemnify and pay to Lender immediately upon request the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) actual out-of-pocket expenses incurred by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Lender in connection with a conditional notice such revocation, including but not limited to Breakage Costs as well as any and all costs of termination any holder of any portion of the Commitments Securities which was caused as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 result 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)revocation.”

Voluntary Prepayments. (i) Any Borrower shall have the right Party may, upon delivery of a Prepayment Notice to Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Loans in whole or in partpart without premium or penalty; provided that: (a) with respect to Swingline Loans, subject the principal of any Swingline Loan may be prepaid by 11:00 a.m. on any Business Day, and any prepayment not received by 11:00 a.m. on such Business Day shall be deemed to prior notice in accordance have been made on the next succeeding Business Day; (b) with the provisions of this Section 2.11(a). The applicable Borrowerrespect to any other Loan, or the Company on behalf of the applicable Borrower, shall notify the such Prepayment Notice must be received by Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder not later than: (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, 11:00 a.m. 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 prior to any date of prepaymentprepayment of Term SOFR Loans, Daily SOFR Loans or CP Rate Loans; and (B) in the case 11:00 a.m. one (1) Business Day prior to any date of prepayment of an ABR Borrowing Base Rate Loans; and (c) any prepayment of Loans shall be in a minimum principal amount of $1,000,000 or a Canadian Base Rate Borrowingwhole multiple of $100,000 in excess thereof; or, not later than 12:00 noonif less, New York City timethe entire principal amount thereof then outstanding. Each such Prepayment Notice shall specify the date (which shall be a Business Day) and amount of such prepayment, if applicable, the Type(s) of Syndicated Loans to be prepaid. Administrative Agent will promptly notify each Funding Agent of its receipt of each such Prepayment Notice, and of the amount of its Lender Group’s Repayment Percentage of such prepayment. If such Prepayment Notice is given by a Borrower Party, such Borrower Party shall make such prepayment and the payment amount specified in such Prepayment Notice shall be due and payable on the date of prepayment or (C) in the case of prepayment of a Swingline Loanspecified therein. With respect to any Loan prepaid pursuant to this Section 3.05, not later than 12:00 noon, Local Time, on the date of prepayment. Each such notice all accrued interest thereon 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked paid in accordance with Section 2.09 3.02(b) 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 any additional amounts required pursuant to Section 4 with respect thereto shall 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 promptly paid following receipt of any an accurate and correct invoice for such notice relating amounts. Subject to a BorrowingSection 2.15, 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 each such 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 Principal Obligation held by each Lender 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 accordance 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)its applicable Repayment Percentage.

Voluntary Prepayments. Subject to Section 2.4.3 hereof, Borrower may prepay on any Business Day, at its option and upon not less than thirty (i30) days irrevocable prior notice to Lender, the Outstanding Principal Balance in whole only. Any Borrower prepayment received by Lender under this Section 2.4.1 shall be accompanied by: (a) all interest which would have accrued on the principal amount prepaid through, but not including, the next occurring Monthly Payment Date (or, if such prepayment occurs on a Monthly Payment Date, through, but not including, such Monthly Payment Date); (b) all other sums due and payable under the Loan Documents, (c) all reasonable out-of-pocket costs and expenses actually incurred by Lender in connection with such prepayment; and (d) to the extent that any such prepayment is made prior to the last calendar month of the Term of the Loan, an amount equal to the Yield Maintenance Premium. For purposes hereof, the term “Yield Maintenance Premium” shall mean the sum that shall be sufficient (as determined by Lender, which determination shall be conclusive in the absence of manifest error) to ensure that Lender shall have earned a minimum of total return of 1.50x multiple on the right Loan. The Yield Maintenance Premium shall be deemed earned by Lender upon the funding of the Loan, shall be required whether payment is made by Borrower or any other Person, and may be included in any bid by Lender at any time a foreclosure sale. Notwithstanding the foregoing, a portion of the Yield Maintenance Premium that is calculated based upon a loan amount of $20,000,000 shall not be due and from time to time to prepay any Borrowing payable by Borrower in whole or the event that the prepayment of the Loan is in part, subject to prior notice connection with a refinance of Loan in accordance with Section 9.5 hereof. Borrower acknowledges that the provisions of this Section 2.11(a)2.4.1 were independently bargained for and constitute a specific material part of the consideration given by Borrower to Lender for the making of the Loan. The applicable Borrower, Notwithstanding any provision of this Agreement or the Company on behalf of Note to the applicable contrary, Borrower, shall notify the Administrative Agent (and, in the case ’s notice of prepayment of a Swingline Loanin accordance with this Section 2.4.1 shall be irrevocable, and the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, Outstanding Principal Balance shall be absolutely and unconditionally due and payable on the date of prepayment or (C) specified in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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)notice.

Voluntary Prepayments. (i) Any Borrower shall have The outstanding principal amount of the right at any time and from time to time to prepay any Borrowing Loan may not be prepaid in whole or in part, subject to prior notice in accordance with part except as expressly set forth herein. On the provisions of this Section 2.11(a). The 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 Loan, the Swingline Lender) by telephone (confirmed by telecopy) last day of any prepayment hereunder Interest Accrual Period, provided no Event of Default has occurred and is continuing, Borrower may, at its option and upon prior written notice to Agent as set forth herein, prepay the Debt in whole, but not in part (A) except as set forth in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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 CurrencySection 2.11 below), in each case before the date of prepayment, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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) such prepayment is accompanied by the Minimum Return. Agent shall not be obligated to accept any prepayment unless it is accompanied by the Minimum Return due in connection therewith. Any prepayment received by Agent on account of Lender on a date other than the last day of any Interest Accrual Period shall include, if all or any portion of the Loan is included in a notice Securitization, interest which would have accrued from such date of prepayment through and including the last day of the Interest Accrual Period during which such prepayment is given being made (such amounts, the “Interest Shortfall”). Additionally, Borrower shall pay the Exit Fee and any Breakage Costs (provided that the same are not duplicative of any Interest Shortfall paid in connection with a conditional notice of termination such prepayment) in connection with any prepayment of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 Loan and (y) a notice of prepayment of Loans may state that such notice is conditioned upon the effectiveness of any 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 amounts due 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 thereofDocuments. Each partial prepayment of As a condition to 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 voluntary prepayment, on Borrower shall give Agent written notice (a pro rata basis “Prepayment Notice”) of its intent to the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facilityprepay, 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 which notice must be accompanied by given at least thirty (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16 (if any30).

Voluntary Prepayments. (i) Any Borrower shall have the right to prepay all or any part of the outstanding principal balance under the Loans at any time in integral multiples of $1,000,000.00 (or the entire outstanding balance, if less) 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 2.11(a). The applicable Borrower, a $5,000,000.00 minimum prepayment on LIBO Rate Loans (or the Company entire outstanding balance, if less), on behalf of the applicable Borrower, shall notify the Administrative Agent any Banking Day; provided that (and, a) in the case event of prepayment of a Swingline any LIBO Rate Loan, the Swingline Lenderwhether voluntary or on account of acceleration (i) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, Borrower must provide three (3) Business Banking 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 making 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 Borrower must, at the time of making such prepayment, pay all accrued but unpaid interest and all Funding Losses applicable to such prepayment, and (b) Borrower shall not have the right to prepay any Bid Loan before the applicable Bid Loan Maturity Date, but if a Bid Loan is deemed prepaid on account of acceleration, Borrower must pay all Funding Losses applicable to such prepayment. Principal amounts prepaid may be reborrowed under the terms and conditions of this Credit Agreement. "FUNDING LOSSES" shall be determined on an individual Syndication Party basis as the amount which would result in such Syndication Party being made whole (on a present value basis) for the actual or imputed funding payments losses (including, without limitation, any loss, cost or expense incurred by reason of obtaining, liquidating or employing deposits or other funds acquired by such Syndication Party to fund or maintain such LIBO Rate Loan) incurred by such Syndication Party as a result of such payment (regardless of whether the Syndication Party actually funded with such deposits); provided that such amount shall in no event be less than $300.00 with respect to any Syndication Party. In the event of any such payment, each Syndication Party which had funded the LIBO Rate Loan being paid shall, promptly after being notified of such payment, send written notice ("FUNDING LOSS NOTICE") to the Administrative Agent by facsimile setting forth the amount of attributable Funding Losses and the method of calculating the same. The Administrative Agent shall notify Borrower orally or in writing of the amount of such Funding Losses. A determination by a Syndication Party as to the amounts payable pursuant to this Section 2.16 (if any)shall be conclusive absent manifest error.

Voluntary Prepayments. Borrower, on not less than ten (i10) Any Borrower shall have Business Days' prior notice to Administrative Agent, may prepay the right at any time and from time to time to prepay any Borrowing Principal Amount, in whole or in part, subject to prior without premium or penalty, provided that Borrower gives a notice in accordance with of such prepayment which shall specify: (i) the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf date and amount of the applicable Borrowerprepayment; (ii) whether the prepayment is of LIBOR Loans, shall notify the Administrative Agent (Base Rate Loans or a combination thereof, and, in the case of prepayment of if a Swingline Loancombination thereof, the Swingline Lender) by telephone amount allocable to each; and (confirmed by telecopy) of any prepayment hereunder (Aiii) in the case of prepayment of a Eurocurrency Borrowing LIBOR Loans, the expiration date of the applicable Interest Period. Prepayment of all or a BA Equivalent Borrowingany portion of the Principal Amount may be made in accordance with this Section provided that: (i) the principal amount prepaid is not less than $1,000,000, not later than 12:00 noon, Local Time, three (3) Business Days (unless the prepayment would result in the case prepayment of a Eurocurrency Borrowing denominated the Loan in Dollars or a BA Equivalent Borrowingfull; (ii) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before all accrued and unpaid interest to and including the date of prepayment, (B) in the case of such prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or amount being prepaid is then paid; and (Ciii) in any amounts payable pursuant to Article III, to the case of prepayment of a Swingline Loanextent then due, not later than 12:00 noon, Local Time, on the date of prepaymentare then paid. 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 Commitments as contemplated by Section 2.09, then Any such notice of prepayment may be revoked if such notice of termination is revoked withdrawn by Borrower in accordance with Section 2.09 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) date on which such prepayment was to occur, so long as, in connection with such withdrawal, all reasonable out-of-pocket expenses incurred by Administrative Agent in connection with the withdrawn notice of prepayment and any amounts owed pursuant to Article III, if any, are paid simultaneously with such withdrawal or, if later, promptly following being presented with a statement therefor from Administrative Agent or any Lenders. Amounts prepaid may not be reborrowed. Notwithstanding anything in this Agreement to the contrary, none of the payments made pursuant to this Section 2.17 shall be duplicative of any payments required to be made pursuant to Section 3.03 of this Agreement. Administrative Agent and Lenders acknowledge the terms and provisions of Section 3.14 of the Mortgage and agree to perform the actions and undertakings imposed on Administrative Agent and Lenders in such Section. • Acceleration of Advances. • Lenders may, in their absolute discretion, advance or accelerate the advance of all or any portion of the amounts to be advanced hereunder without regard to Borrower's satisfaction of the conditions to its entitlement to Loan proceeds and no Person dealing with Borrower or the Construction Manager or any other Person shall have standing to demand any different performance from Lenders, provided, however, that if Borrower chooses to deposit with each Lender such Lender's Pro Rata Share of the amount of any Loan advances in excess of the amount which Borrower would be entitled • to pursuant to Section 2.01, Lenders shall give Borrower a credit against the interest due on the Notes equal to the interest which would accrue on the amount so deposited as if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, amount deposited bore interest at 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 interest rate that would be permitted applicable thereto under the Notes. • CONTRACTORS, SUBCONTRACTORS, LABORERS, MATERIALMEN and SUPPLIERS are cautioned that if Loan advances are made under the alternative set forth in paragraph (a) above, proceeds of the Loan remaining to be advanced at the time of the completion of the Improvements, or any time prior thereto, may be inadequate to pay all lienable claims incurred by Borrower and unpaid at that time. All potential lienors are therefore cautioned to exercise sound business judgment in the case extension of an advance credit to Borrower and should not expect Lenders to make Loan advances in such amounts and at such times that it will not be necessary for said parties to exercise such judgment for themselves. Moreover, they are reminded that subdivision (3) of a Borrowing Section 13 of the same Type and Class as provided Lien Law provides that "Nothing in Section 2.02. Each prepayment of a 2021 Revolving Borrowing this subdivision shall be applied ratably considered as imposing upon the lender any obligation to see to the 2021 Revolving Loans included in the prepaid Borrowing. Each prepayment proper application 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 such advances by the relevant Borrower or, if not so specified owner," and Lenders have no intention of voluntarily imposing such obligation 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)themselves.

Voluntary Prepayments. (a) The Guarantors may prepay all or a portion of the Loans at any time following a Borrowing Date, either through an assignment of all or a portion of the Loans in accordance with Section 2.9(b) or as a direct prepayment of all or a portion of the Loans to the Lenders, which prepayment shall in each case be made together with accrued and unpaid interest on the principal amount so prepaid and all other amounts then payable under this Agreement (including Section 3.4 of the Relevant Credit Agreement pursuant to which such prepayment relates) but without premium or penalty (subject to Section 3.4 of the Relevant Credit Agreement pursuant to which such prepayment relates); provided that: (i) Any Borrower the Guarantors 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 2.11(a). The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify give the Administrative Agent at least five (and5) Business Days’ notice of each such prepayment; (ii) each such notice of prepayment shall specify the amount being prepaid, the date of such prepayment and the Relevant Credit Agreement to which such prepayment relates; (iii) each partial prepayment shall be in the case aggregate amount of prepayment U.S.$5,000,000 or an integral multiple of a Swingline Loan, the Swingline Lender) by telephone U.S.$1,000,000 in excess thereof; and (confirmed by telecopy) of any prepayment hereunder (Aiv) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 by assignment in connection accordance with a conditional notice of termination of the Commitments as contemplated by this Section 2.092.9, then such notice of prepayment shall specify the name of the applicable Eligible Assignee(s) (it being understood that, notwithstanding any other provision of this Agreement, for the purposes of any assignment of Loans pursuant to this Section 2.9, an Eligible Assignee may be revoked if such notice an Affiliate of termination is revoked in accordance with Section 2.09 and (y) a notice of prepayment of Loans may state that such notice is conditioned upon either Guarantor or the effectiveness of other credit facilities, indentures or similar agreements or other transactionsapplicable Borrower, in which case such notice Eligible Assignee will not have any right to vote for any purposes hereunder). Amounts that are prepaid may not be revoked reborrowed 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)Borrower.

Voluntary Prepayments. (i) Any Borrower shall have the right Party may, upon delivery of a Prepayment Notice to Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Loans in whole or in partpart without premium or penalty; provided that: (a) with respect to Swingline Loans, subject the principal of any Swingline Loan may be prepaid by 11:00 a.m. on any Business Day, and any prepayment not received by 11:00 a.m. on such Business Day shall be deemed to prior notice in accordance have been made on the next succeeding Business Day; (b) with the provisions of this Section 2.11(a). The applicable Borrowerrespect to any other Loan, or the Company on behalf of the applicable Borrower, shall notify the such Prepayment Notice must be received by Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder not later than: (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, 11:00 a.m. 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 prior to any date of prepaymentprepayment of Term SOFR Loans, Daily SOFR Loans or CP Rate Loans; and (B) in the case 11:00 a.m. one (1) Business Day prior to any date of prepayment of an ABR Borrowing Base Rate Loans; and (c) any prepayment of Loans shall be in a minimum principal amount of $1,000,000 or a Canadian Base Rate Borrowingwhole multiple of $100,000 in excess thereof; or, not later than 12:00 noonif less, New York City timethe entire principal amount thereof then outstanding. Each such Prepayment Notice shall specify the date (which shall be a Business Day) and amount of such prepayment, if applicable, the Type(s) of Syndicated Loans to be prepaid. Administrative Agent will promptly notify each Funding Agent of its receipt of each such Prepayment Notice, and of the amount of its Lender Group’s Repayment Percentage of such prepayment. If such Prepayment Notice is given by a Borrower Party, such Borrower Party shall make such prepayment and the payment amount specified in such Prepayment Notice shall be due and payable on the date of prepayment or (C) in the case of prepayment of a Swingline Loanspecified therein. With respect to any Loan prepaid pursuant to this Section 3.05, not later than 12:00 noon, Local Time, on the date of prepayment. Each such notice all accrued interest thereon 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked paid in accordance with Section 2.09 3.02(b) 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 any additional amounts required pursuant to Article 4 with respect thereto shall 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 promptly paid following receipt of any an accurate and correct invoice for such notice relating amounts. Subject to a BorrowingSection 2.15, 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 each such 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 Principal Obligation held by each Lender 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 accordance 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)its applicable Repayment Percentage.

Voluntary Prepayments. Subject to the terms of the Superpriority Facility and the Amended 2025 Indentures, the Company shall be permitted to prepay the New Term Loans at any time, in minimum principal amounts to be agreed upon, without premium or penalty. Documentation Principles Substantially consistent with the corresponding provisions set forth in the Superpriority Facility with appropriate modifications to reflect the lien priority status of the New Term Loan Facility (the “New Term Loan Facility Documentation Principles”). Representations and Warranties To give due regard to the representations and warranties set forth in the Existing Credit Agreement in a manner consistent with the New Term Loan Facility Documentation Principles, including, for avoidance of doubt, the revisions specified in Annex A hereto. Affirmative Covenants To give due regard to the affirmative covenants set forth in the Existing Credit Agreement in a manner consistent with the New Term Loan Facility Documentation Principles, including, for avoidance of doubt, the revisions specified in Annex A hereto. Notwithstanding the foregoing, the financial reporting covenants will permit a going concern or like qualification or exception relating to the upcoming maturity of the 2024 Notes. Negative Covenants To give due regard to the negative covenants set forth in the Existing Credit Agreement in a manner consistent with the New Term Loan Facility Documentation Principles, including, for avoidance of doubt, the revisions specified in Annex A hereto; provided, that: • revisions shall reflect the corresponding provisions set forth in Annex A; • the Company will not, nor will it permit any Subsidiary to, (other than (i) Any Borrower shall have the right at any time maturity 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 2.11(a). The 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 Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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 prepaymentother than, (Bii) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 regular debt service, 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 (iiii) accrued interest to the extent required by Section 2.13 the Registered Exchange Offer Covenants) make or pay, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of any 2024 Notes, the New 2L Notes, or loans outstanding after the Closing Date under the Amended Existing Credit Agreement (as defined below), including any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the prepayment (whether optional or mandatory), satisfaction, purchase, exchange, redemption, retirement, acquisition, defeasance, cancellation or termination of any such 2024 Notes, the New 2L Notes, or loans outstanding after the Closing Date under the Amended Existing Credit Agreement; provided, that: • the Company may (i) use up to $100 million of proceeds from new equity issuances consummated on or after the Closing Date to repay, repurchase or redeem the New 2L Notes, and (ii) break funding payments pursuant redeem or refinance the New 2L Notes in connection with any change of control or sale of all or substantially all of the Company’s assets solely to Section 2.16 the extent the Superpriority Facility, the New Term Loans and the 2025 Notes have been paid in full in cash; and • the Company may make prepayments or repayments of the loans outstanding after the Closing Date under the Amended Existing Credit Agreement or the 2024 Notes outstanding after the Closing Date, with the proceeds of (A) junior financing, that (x) is junior in security and priority to each of the Superpriority Facility, the ABL Facility, the New Term Loans, the 2025 Notes and the New 2L Notes and (y) limits payment of interest on such financing to PIK interest or (B) newly issued equity of or capital contributions in the Company. Financial Covenant None. Registered Exchange Offer Covenants As described under “Registered Exchange Offer Covenants” for the Superpriority Facility. Events of Default To give due regard to the events of default set forth in the Existing Credit Agreement in a manner consistent with the New Term Loan Facility Documentation Principles, including, for avoidance of doubt, the revisions specified in Annex A hereto. Conditions Precedent to Closing Substantially consistent with the corresponding provisions set forth in the Superpriority Facility section above (as if anythe Superpriority Facility were structured as a term loan facility regardless of whether it is structured in such manner or as a notes issuance).

Voluntary Prepayments. (i) Any 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 this Section 2.11(a). The applicable Borrower, or information required by the Company on behalf of the applicable Borrower, shall notify immediately succeeding sentence and must be received by the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, p.m. (A) 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 prior to any date of prepaymentprepayment of Eurodollar Rate Loans, and (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or of Base Rate Loans; (Cy) in the case of any such prepayment of Eurodollar 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 12:00 noonif less, Local Timethe entire principal amount thereof then outstanding); and (z) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or 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 prepayment 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 Xxxxxx’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 of prepayment. Each specified therein, except that any 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 and (y) a notice of prepayment of Loans 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, 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) date of prepayment 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 Any 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 Eurodollar Rate 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) all accrued interest to the extent thereon, together with any additional amounts required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16 (3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. Each such prepayment of the Term Loans shall be applied to the principal installments thereof under Section 2.07(b) as directed by the Borrower in its sole discretion, and if any)no direction is given by the Borrower in direct order of maturity.

Voluntary Prepayments. (iA) Any Borrower shall have Prior to the right at any time and from time to time to prepay any Borrowing in whole or in partoccurrence of a Conversion Event, subject to prior notice in accordance with the provisions expiration of this Section 2.11(a). The any applicable Borrowerlockup period set forth under any lockup agreement to which the Holder, or the Company on behalf of and the applicable Borrower, shall notify the Administrative Agent (andCompany’s underwriters are a party, in the case of prepayment of a Swingline Loanevent that, following written request by the Company, the Swingline LenderHolder does not timely consent to an amendment to the Purchase Agreement to increase the Secured Debt Cap, the Company may, upon ten (10) Business Days’ prior written notice (which may be included in such written request) to any such non-consenting Holder (which notice may be conditioned or rescinded upon such events as may be specified in such notice) prepay all or any portion of each Note held by telephone (confirmed by telecopy) any non-consenting Holder in an amount equal to the sum of any prepayment hereunder (A) in the case outstanding principal amount (including all accrued PIK Interest not already added to the principal amount of prepayment this Note) of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, Note being prepaid at such time and (B) all accrued unpaid Cash Interest on such outstanding principal amount at such time (such amount, the “Covenant Amendment Repayment Amount”). In addition to paying the Covenant Amendment Repayment Amount, the Company shall issue to each such non-consenting Holder a warrant that will entitle the Holder to acquire, upon a Conversion Event, the number of shares of Equity Securities (or Common Stock in the case event of prepayment a Change of an ABR Borrowing or a Canadian Base Rate BorrowingControl) equal to the quotient of (A) the principal amount of each Note being prepaid, not later than 12:00 noondivided by (B) the Applicable Conversion Price (which shall be determined, New York City timefor the avoidance of doubt, on the date of prepayment or the consummation of such Conversion Event). The per share exercise price for such warrants shall be the Applicable Conversion Price (C) in which shall be determined, for the case avoidance of prepayment of a Swingline Loan, not later than 12:00 noon, Local Timedoubt, 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 consummation 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 anyConversion Event).

Voluntary Prepayments. (i) Any Reductions in Revolving Loan Commitments. Borrower shall have the right may 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 2.11(a). The 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 Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, at least three (3) Business Days days' prior written notice to Agent (in i) voluntarily prepay all or part of the case of a Eurocurrency Borrowing denominated in Dollars Term Loan and/or (ii) permanently reduce (but not terminate) the Revolving Loan Commitment; provided that (A) any such prepayments or a BA Equivalent Borrowing) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated reductions shall be in a Foreign Currency), minimum amount of $500,000 and integral multiples of $100,000 in each case before the date excess of prepaymentsuch amount, (B) in the case Revolving Loan Commitment shall not be reduced to an amount less than the greater of prepayment the amount of an ABR Borrowing the Revolving Loan outstanding or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or $30,000,000; and (C) in after giving effect to such reductions, Borrower shall comply with Section 1.3(b)(i). In addition, Borrower may at any time on at least ten (10) days' prior written notice to Agent terminate the case of prepayment of a Swingline LoanRevolving Loan Commitment, not later than 12:00 noonprovided, Local Time, on the date of prepayment. Each that upon such notice termination all Loans and other Obligations shall be irrevocable immediately due and payable in full and all Letter of Credit Obligations shall specify the be cash collateralized or otherwise satisfied in accordance with Annex B hereto. Any such voluntary prepayment date and the principal amount of each Borrowing any reduction 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 Commitments as contemplated Revolving Loan Commitment must be accompanied by Section 2.09, then such notice the payment of prepayment may be revoked if such notice of termination is revoked any applicable LIBOR funding breakage costs in accordance with Section 2.09 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 satisfied1.13(b). Promptly following receipt of Upon 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 reduction or Tranche A-2 Term Loan Facility, as the case may be, termination of the contents thereof. Each partial prepayment Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of any Borrowing Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously 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 permanently reduced 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 Facilityterminated, as the case may be. Prepayments Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied; provided, that any partial prepayments of the Term Loan made by Borrower shall be accompanied by (i) accrued interest applied to prepay the scheduled installments of the Term Loan in inverse order of maturity. No voluntary prepayment shall be made in respect of or applied to the extent required by Section 2.13 Term B Loan Obligations unless and until (A) the Borrower has terminated the Revolving Loan Commitment and (iiB) break funding payments pursuant to Section 2.16 (if any)the Tranche A Obligations have been paid in full in cash.

Voluntary Prepayments. (i) Any Borrower The Borrowers shall have the right at any time and from time to time to prepay any Borrowing (other than Bankers’ Acceptances and the DnB NOR Loans), 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 this Section 2.11(a). The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in with respect to US Borrowings) or the case of prepayment of a Swingline Loan, the Swingline LenderCanadian Funding Agent (with respect to Canadian Borrowings) by telephone no later than 12:00 noon (confirmed by telecopyNew York time) of any prepayment hereunder (Ai) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent any Eurodollar Borrowing, not later less than 12:00 noon, Local 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 prior to any such prepayment, (Bii) in the case of any prepayment of an ABR any Base Rate Borrowing or a Canadian Base Prime Rate Borrowing, not later less than 12:00 noonone (1) Business Day prior to the date of such prepayment, New York City timeand (iii) in the case of Swingline Borrowings, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, 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 and the applicable Tranche thereof, if any. Upon receipt of any such notice, the applicable Agent shall promptly notify each affected Lender of the contents thereof 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 4.6(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrowers shall also pay all amounts required pursuant to Section 4.12. No Bankers’ Acceptances may be prepaid; provided that, (x) if a notice of prepayment is given the DnB NOR Loans may not be prepaid except in connection with a conditional notice of termination of permanent reduction in the DnB NOR Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked made in accordance with Section 2.09 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 thereof4.1(d). Each partial prepayment of any Borrowing Loan shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type and Class as provided in pursuant to Section 2.022.2. Each prepayment of a 2021 Borrowing within a Tranche shall be applied ratably to the Loans comprising such Borrowing and Tranche. Notwithstanding the foregoing, each prepayment of a US Borrowing made prior to the Non-Extended Commitment Termination Date shall be applied first to the Non-Extended US Revolving Loans and second, to the extent there are no Non-Extended US Revolving Loans outstanding, to the Extended US Revolving Loans; provided that if an Event of Default has occurred and is continuing at the time of such prepayment, then at the written election of the Required Extending US Lenders, such prepayment of Borrowings shall be applied to all Loans on a pro rata basis. Each prepayment of a Canadian Borrowing shall be applied ratably to the 2021 Revolving Loans included in the prepaid comprising such Canadian 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. Voluntary prepayments of borrowings under the Term Facility will be permitted at any time, in minimum principal amounts to be agreed upon, without premium or penalty (subject to the premium described in the next two sentences), subject to reimbursement of the Lenders’ redeployment costs in the case of a prepayment of Adjusted LIBOR loans other than on the last day of the relevant interest period. In the event that, within six (6) months of the Closing Date, the Term Facility is refinanced, repaid or repriced in connection with a Repricing Event (as defined below), such prepayment, refinancing or repricing shall be made at 101% of the principal amount prepaid, refinanced or repriced. “Repricing Event” means (i) Any Borrower shall have any prepayment or re-payment of the right at any time and from time to time to prepay any Borrowing Term Loans, in whole or in part, subject to prior notice in accordance with the provisions of this Section 2.11(a). The applicable Borrowerproceeds of, or conversion of such Term Loans into, any new or replacement tranche of syndicated bank financings bearing interest with an “effective yield” (taking into account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and OID, but excluding the Company on behalf effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loans) less than the “effective yield” applicable Borrower, shall notify to the Term Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) and (andii) any amendment to the Term Loans which reduces the “effective yield” applicable to the Term Loans (and any assignment pursuant to the “yank-a-bank” provisions in connection therewith), in the case of prepayment each of a Swingline Loan, the Swingline Lenderclauses (i) by telephone and (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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 Currencyii), solely to the extent the primary purpose of such replacement or amendment, as reasonably determined by the Borrower in each case before good faith, is to reduce the date of prepayment, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, “effective yield” on the date of prepayment or (C) in Term Loans. Notwithstanding the case of prepayment of a Swingline Loanforegoing, not later than 12:00 noon, Local Time, on the date of prepayment. Each no such notice fee shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing payable if such Repricing Event relates to new or portion thereof to be prepaid; provided that, (x) if a notice of prepayment is given replacement loans incurred in connection with a conditional notice change of termination of control. All voluntary prepayments under the Commitments Term Facility shall be applied to the remaining amortization payments thereunder as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 directed by the Company or applicable Borrower (by notice to and as between the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of Term Facility and 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 Incremental 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 directed 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)Borrower.

Voluntary Prepayments. (i) Any Borrower shall have the right to prepay all or any part of the outstanding principal balance under the Loans at any time in integral multiples of $1,000,000.00 (or the entire outstanding balance, if less) 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 2.11(a). The applicable Borrower, a $5,000,000.00 minimum prepayment on LIBO Rate Loans (or the Company entire outstanding balance, if less), on behalf of the applicable Borrower, shall notify the Administrative Agent any Banking Day; provided that (and, a) in the case event of prepayment of a Swingline any LIBO Rate Loan, the Swingline Lenderwhether voluntary (including payments pursuant to Section 2.9 hereof) by telephone or on account of acceleration (confirmed by telecopyi) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, Borrower must provide three (3) Business Banking 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 making 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 Borrower must, at the time of making such prepayment, pay all accrued but unpaid interest and all Funding Losses applicable to such prepayment, and (b) Borrower shall not have the right to prepay any Bid Rate Loan before the applicable Bid Maturity Date, but if a Bid Rate Loan is deemed prepaid on account of acceleration, Borrower must pay all Funding Losses applicable to such prepayment. Principal amounts prepaid may be reborrowed under the terms and conditions of this Credit Agreement. “Funding Losses” shall be determined on an individual Syndication Party basis as the amount which would result in such Syndication Party being made whole (on a present value basis) for the actual or imputed funding payments losses (including, without limitation, any loss, cost or expense incurred by reason of obtaining, liquidating or employing deposits or other funds acquired by such Syndication Party to fund or maintain such LIBO Rate Loan or Bid Rate Loan) incurred by such Syndication Party as a result of such payment (regardless of whether the Syndication Party actually funded with such deposits); provided that such amount shall in no event be less than $300.00 with respect to any Syndication Party. In the event of any such payment, each Syndication Party which had funded the LIBO Rate Loan being paid (or the Syndication Party which made the Bid Advance being prepaid) shall, promptly after being notified of such payment, send written notice (“Funding Loss Notice”) to the Administrative Agent by facsimile setting forth the amount of attributable Funding Losses and the method of calculating the same. The Administrative Agent shall notify Borrower orally or in writing of the amount of such Funding Losses. A determination by a Syndication Party as to the amounts payable pursuant to this Section 2.16 (if any)shall be conclusive absent manifest error.

Voluntary Prepayments. Borrower may at any time on at least five (5) days' prior written notice to Agent (i) Any Borrower shall have the right at any time and from time to time to voluntarily prepay any Borrowing in whole all or in part, subject to prior notice in accordance with the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf part of the applicable Borrower, shall notify Term Loan and/or (ii) voluntarily prepay all or part of the Administrative Agent Revolving Loan and permanently reduce (and, in but not terminate) the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder Revolving Loan Commitment; provided that (A) in the case of prepayment of a Eurocurrency Borrowing any such prepayments or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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 reductions shall be in a Foreign Currency), minimum amount of $1,000,000 and integral multiples of $250,000 in each case before the date excess of prepayment, such amount and (B) in the case Revolving Loan Commitment shall not be reduced to an amount less than the greater of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 $5,000,000 and (y) a the L/C Sublimit. Borrower may at any time on at least ten (10) days' prior written notice to Agent terminate the Revolving Loan Commitment, provided that upon such termination all Loans and other Obligations shall be immediately due and payable in full. Any such voluntary prepayment and any such reduction or termination 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 Revolving Loan Commitment must be revoked accompanied 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 payment of any LIBOR funding breakage costs in accordance with SECTION 1.13(b). Upon any such notice relating prepayment and reduction or termination of the Revolving Loan Commitment, Borrower's right to a Borrowingrequest Revolving Credit Advances, the Administrative Agent or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall advise the Lenders under the 2021 Revolving Facility, 2023 Revolving Facility, Tranche A-1 Term Loan Facility simultaneously be permanently reduced or Tranche A-2 Term Loan Facilityterminated, as the case may be, ; provided that a permanent reduction of the contents thereofRevolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit (as defined in ANNEX B). Each notice of partial prepayment of shall designate the Loan or other Obligations to which such prepayment is to be applied, provided that any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing partial prepayments of the same Type and Class as provided in Section 2.02. Each prepayment of a 2021 Revolving Borrowing Term Loan made by Borrower shall be applied ratably to prepay the 2021 Revolving Loans included in scheduled installments of 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 in inverse order 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)maturity.

Voluntary Prepayments. (i) Any Borrower The Borrowers shall have the right at any time and from time to time to prepay any Borrowing (other than Bankers’ Acceptances), 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 this Section 2.11(a). The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in with respect to US Borrowings) or the case of prepayment of a Swingline Loan, the Swingline LenderCanadian Funding Agent (with respect to Canadian Borrowings) by telephone no later than 12:00 noon (confirmed by telecopyNew York time) of any prepayment hereunder (Ai) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent any Eurodollar Borrowing, not later less than 12:00 noon, Local 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 prior to any such prepayment, (Bii) in the case of any prepayment of an ABR any Base Rate Borrowing or a Canadian Base Prime Rate Borrowing, not later less than 12:00 noonone (1) Business Day prior to the date of such prepayment, New York City timeand (iii) in the case of Swingline Borrowings, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, 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, (x) if a notice any. Upon receipt of prepayment is given in connection with a conditional notice of termination any such notice, the applicable Agent shall promptly notify each affected Lender of the Commitments as contemplated by Section 2.09, then contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice of prepayment may be revoked if is given, the aggregate amount specified in such notice of termination is revoked 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 2.09 and (y) 4.6(c); provided, that if a notice Eurodollar Borrowing is prepaid on a date other than the last day of prepayment of Loans may state that such notice is conditioned upon an Interest Period applicable thereto, the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice Borrowers shall also pay all amounts required pursuant to Section 4.12. No Bankers’ Acceptances 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 thereofprepaid. Each partial prepayment of any Borrowing Loan shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type and Class as provided in pursuant to Section 2.022.2. Each prepayment of a 2021 Revolving Borrowing shall be applied ratably to the 2021 Revolving Loans included in the prepaid comprising such Borrowing. Each Any 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 FacilityEurodollar Rate Loan, 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) all accrued interest to on the extent amount prepaid, together with any additional amounts required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16 (if any)4.12.

Voluntary Prepayments. (i) Any Each Borrower shall have the right at any time and from time to time to may prepay any Borrowing its Revolving Credit Loans, Swing Line Loans, or Term Loans, in whole or in part, subject without premium or penalty, upon irrevocable written notice to prior the Agent given at least as early before the proposed date of such prepayment as the corresponding time specified in Section 2.3(a) hereof for notice in accordance with the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment borrowing of a Swingline LoanRevolving Credit Loan of the loan type to be prepaid, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on specifying the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 the prepayment; provided, however, that (i) the entire Aggregate Revolving Credit Commitment may not be prepaid; provided thatterminated (although all Revolving Credit Loans may be paid off in full) while any Term Loan remains outstanding, (xii) if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated except for prepayments necessitated by Section 2.098.6(b) hereof, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 each partial prepayment of any Borrowing the Revolving Credit Loans or Swing Line Loans shall be in an amount that would not less than $500,000 or any integral multiple of $100,000 in excess thereof, (iii) except for prepayments necessitated by the Borrowers' election to reduce the Aggregate Revolving Credit Commitment pursuant to Section 2.4 hereof, without the prior written approval of the Required Banks, neither Borrower may prepay any Term Loan unless all Revolving Credit Loans have been paid off in full and the Aggregate Revolving Credit Commitment terminated, (iv) neither Borrower may prepay any LIBOR Rate Loan prior to the last day of the Interest Period therefor and neither Borrower may prepay any Swing Line Loan prior to the last day of the Swing Line Interest Period therefor. To the extent possible, the Borrowers shall, in connection with any voluntary prepayment, prepay Prime Rate Loans first and LIBOR Rate Loans second. Any prepayment of LIBOR Rate Loans shall be permitted subject to Section 2.11 hereof. If any notice of prepayment is given, the amount specified in such notice shall be due and payable in the case of an advance of a Borrowing of manner and by the same Type and Class time provided in Section 3.2 hereof on the date specified in such notice, together with accrued interest thereon to such date as provided in Section 2.022.2(c) hereof. Each Any such prepayment of a 2021 Revolving Borrowing shall Credit Loan may be applied ratably reborrowed, subject to the 2021 Revolving Loans included in the prepaid Borrowingterms and conditions of this Agreement, from time to time. Each Any 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 may not 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)reborrowed.

Voluntary Prepayments. (i) Any Borrower shall have the right The Company may, at its option, at any time and from time to time to time, prepay any Borrowing the Loans and the Reimbursement Obligations, in whole or in part, subject to prior notice upon giving, in accordance with the provisions case of this Section 2.11(a). The applicable Borrowerany Revolving Credit Loan that is a Eurodollar Loan, or the Company on behalf of the applicable Borrowerany Term Loan, shall notify three Business Days' prior written notice to the Administrative Agent (Agent, and, in the case of prepayment of any Revolving Credit Loan that is a Swingline Base Rate Loan, prior written notice on the Swingline Lender) by telephone same Business Day to the Administrative Agent. Such notice shall specify (confirmed by telecopy) of any prepayment hereunder (A1) in the case of any prepayment of a Eurocurrency Borrowing Loans, the date and amount of prepayment and whether the prepayment is (A) of Term Loans or Revolving Credit Loans, or a BA Equivalent Borrowingcombination thereof and (B) of Eurodollar Loans, not later than 12:00 noon, Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars Base Rate Loans or a BA Equivalent Borrowing) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency)combination thereof, and, in each case before if a combination thereof, the date of prepayment, principal amount allocable to each; and (B2) in the case of any prepayment of an ABR Borrowing or a Canadian Base Rate BorrowingReimbursement Obligations, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date and amount of prepayment. Each such notice shall be irrevocable and shall specify , the prepayment date identity of the applicable Letter of Credit or Letters of Credit and the principal amount allocable to each 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 satisfiedReimbursement Obligations. Promptly following Upon receipt of any such notice relating to a Borrowingnotice, 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, promptly notify each Applicable Lender of the contents thereofthereof and of such Lender's Applicable Percentage of such prepayment. Each partial prepayment of If any Borrowing such notice is given, the amount specified in such notice shall be in an amount that would be permitted 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 2.18 and, in the case of an advance of a Borrowing prepayments of the same Type Term Loans only, accrued interest to such date on the amount prepaid. Prepayments of (i) the Term Loans pursuant to this Section 2.10(c) shall be applied, first, to the Tranche A Term Loans and Class the Tranche B Term Loans (A) pro rata based on outstanding principal amount thereof at the time of such prepayment and (B) pro rata to the respective installments of principal thereof, and (ii) the Revolving Credit Loans and the Reimbursement Obligations pursuant this Section shall be applied, first, to payment of the Revolving Credit Loans then outstanding, second, to payment of any Reimbursement Obligations then outstanding and, last, to Cover any outstanding Letter of Credit Liability. Notwithstanding the foregoing, in respect of any partial prepayment of Term Loans (until such time as the Tranche A Term Loans have been repaid in full) pursuant to this Section 2.10(c), any Tranche B Term Loan Lender may, at its option, irrevocably decline receipt of its Tranche B Term Loan share of any such prepayment, and, if such Lender so declines, such share shall be applied as an additional prepayment of the Tranche A Term Loans and the other Tranche B Term Loans in accordance with the immediately preceding sentence, as further adjusted pursuant to balance of this Section 2.10(c). Any Tranche B Term Loan Lender may notify the Administrative Agent and the Company of its election to decline its Tranche B Term Loan share of all such prepayments, in which event such notice shall be effective until such Lender notifies the Administrative Agent and the Company to the contrary. Any Tranche B Term Loan Lender that wishes to decline receipt of its share of any given prepayment pursuant to this Section 2.10(c), shall promptly, and in any event no later than 10:00 a.m. (Houston, Texas time) on the date following receipt of its notice of such prepayment, notify the Company and the Administrative Agent of such election. Any Tranche B Term Loan Lender that has not provided notice pursuant to one of the two preceding sentences prior to such 10:00 a.m. deadline shall be deemed to have elected to accept such prepayment. The Administrative Agent shall promptly provide, to all such accepting Tranche B Term Loan Lenders, notice of the principal amount of the Tranche B Term Loans that such Lenders have elected to decline. Any such accepting Lender may, at its option, irrevocably decline receipt of its share of any such declined shares of such prepayment (and shall indicate in such notice whether it elects to accept or decline receipt of its share of such prepayment declined by such other Lenders pursuant to this sentence), and, if such Lender so declines, such share shall be applied as an additional prepayment of the Tranche A Term Loans and the other Tranche B Term Loans in accordance with this Section 2.022.10(c). Any Tranche B Term Loan Lender that wishes to decline receipt of its share of the reallocation of such declined shares, shall promptly, and in any event no later than 10:00 a.m. (Houston, Texas time) on the date following receipt of the notice from the Administrative Agent regarding such declined shares, notify the Company and the Administrative Agent of such election. Any such accepting Lender that has not provided such notice prior to such 10:00 a.m. deadline shall be deemed to have elected to accept the full amount of its share of such prepayment. Each prepayment of a 2021 Revolving Borrowing Base Rate Loans shall be applied ratably to the 2021 Revolving Loans included in the prepaid Borrowing. Each minimum principal amount of $1,000,000 and in integral multiples of $100,000 and each prepayment of a 2023 Revolving Borrowing Eurodollar Loans shall be applied ratably to the 2023 Revolving Loans included in the prepaid Borrowing. Each prepayment minimum principal amount 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 $3,000,000 and in integral multiples 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$100,000 or, in the manner specified by case of either Base Rate Loans or Eurodollar Loans, the relevant Borrower or, if not so specified aggregate principal balance outstanding 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 or on the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan FacilityRevolving Credit Loans and the Reimbursement Obligations, 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)applicable.

Voluntary Prepayments. Borrowers may at any time (i) Any with respect to --------------------- Index Rate Loans, on at least one (1) day's prior written notice by Borrower shall have the right at any time Representative to Agent and from time (ii) with respect to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of this Section 2.11(a). The 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 Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local TimeLIBOR Rate Loans, three (3) Business Days days' prior written notice by Borrower Representative to Agent, voluntarily prepay all or part of the Loans and, at the option of Borrower Representative, permanently reduce (in but not terminate) the case of a Eurocurrency Borrowing denominated in Dollars Revolving Loan Commitment; provided -------- that (A) any such prepayments or a BA Equivalent Borrowing) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated reductions shall be in a Foreign Currency), minimum amount of $10,000,000 and integral multiples of $1,000,000 in each case before the date excess of prepaymentsuch amount, (B) in any such prepayment shall be used first to prepay the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on Swing Line Loan and second ----- ------ to repay the date of prepayment or outstanding Revolving Credit Advances and (C) in the case of prepayment of a Swingline LoanRevolving Loan Commitment shall not be reduced to an amount less than $350,000,000. In addition, not later than 12:00 noonBorrowers may at any time on at least ten (10) days' prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided that upon such termination, Local Time, on the date of prepayment. Each such notice all Loans and other Obligations -------- shall be irrevocable immediately due and shall specify the payable in full. Any such voluntary prepayment date and the principal amount of each Borrowing any such reduction 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 Commitments as contemplated Revolving Loan Commitment must be accompanied by Section 2.09, then such notice the payment of prepayment may be revoked if such notice of termination is revoked any LIBOR funding breakage costs in accordance with Section 2.09 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 satisfied1.12(b). Promptly following receipt of Upon any such notice relating prepayment and reduction or termination of --------------- the Revolving Loan Commitment, Borrowers' rights to a Borrowingrequest Revolving Credit Advances, the Administrative Agent or request that Letter of Credit Obligations be incurred on their behalf, or request Swing Line Advances, shall advise the Lenders under the 2021 Revolving Facility, 2023 Revolving Facility, Tranche A-1 Term Loan Facility simultaneously be permanently reduced or Tranche A-2 Term Loan Facilityterminated, as the case may be, ; provided that a permanent reduction -------- of the contents thereof. Each partial prepayment of any Borrowing Revolving Loan Commitment below $700,000,000 shall be in an amount that would be permitted in the case of an advance of require 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 corresponding 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 reduction (i) accrued interest to the extent required by Section 2.13 and (iibelow $700,000,000) break funding payments pursuant in the L/C Sublimit. Each notice of partial prepayment shall designate the Obligations to Section 2.16 (if any)which such prepayment is to be applied.

Voluntary Prepayments. Borrowers may at any time on at least five days' prior written notice by Borrower Representative to Applicable Agent (i) Any 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 this Section 2.11(a). The applicable Borrowerhowever, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepayment. Each that upon 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 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 2.091.7(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 2.09 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 satisfied1.11(b). Promptly following receipt of Upon any such notice relating repayment and reduction or termination of the Revolving Loan Commitments, each Borrower's right to a Borrowingrequest Revolving Credit Advances, 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 Facilityrequest that Letter of Credit Obligations be incurred on its behalf, as the case may be, of the contents thereof. Each partial prepayment of any Borrowing shall simultaneously 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 permanently reduced 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 Facilityterminated, 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 manner specified by L/C Sublimit. Each notice of partial prepayment shall designate the relevant Borrower orLoans or other Obligations to which such prepayment is to be applied, if not so specified on or prior to the date provided that any partial prepayments 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 made by or on behalf of any Borrower shall be applied to prepay 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 scheduled installments of principal due with respect to the such Borrower's 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)in inverse order of maturity.

Voluntary Prepayments. Borrower may, at its option and upon not less than thirty (i30) Any Borrower shall have days’ (if given via U.S. Postal Service) or twenty (20) days’ (if given via facsimile, email or overnight courier), but no more than sixty (60) days’ prior written notice to Lender, prepay the right at any time and from time to time to prepay any Borrowing Debt in whole or in part, subject provided (i) Borrower pays to prior notice Lender all accrued and unpaid interest on the amount of principal being prepaid through and including the date of prepayment and, if such prepayment occurs on a date which is not a Payment Date, all interest which would have accrued on the amount of principal being prepaid after the date of such prepayment to the next Payment Date (the “Interest Shortfall”); (ii) Mezzanine B Borrower simultaneously prepays the Mezzanine B Loan in whole, but not in part (except in connection with the release of an Individual Property in accordance with Section 2.6 of the provisions Mezzanine B Loan Agreement) pursuant to the Mezzanine B Loan Agreement by a dollar amount which bears the same relation to the principal amount of the Mezzanine B Loan outstanding immediately prior to such prepayment as the amount of the Loan prepaid pursuant to this Section 2.11(a). The applicable Borrower, or 2.3.1 bears to the Company on behalf principal amount of the applicable BorrowerLoan outstanding immediately prior to such prepayment; and (iii) if such prepayment occurs prior to the Prepayment Consideration Period End Date, Borrower pays to Lender the Prepayment Consideration. Borrower shall notify be permitted the Administrative Agent (and, in the case right to rescind and revoke or postpone its notice of prepayment given in accordance with this Section 2.3.1, provided that (i) a written notice of a Swingline Loan, the Swingline Lender) such rescission and revocation or postponement is received by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later Lender no sooner than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 prepayment indicated by (i) accrued interest to the extent required by Section 2.13 Borrower and (ii) break funding payments pursuant to Section 2.16 (if any)Borrower pays Lender’s reasonable out-of-pocket costs and expenses incurred as a result of Lender’s receipt of such notice of prepayment.

Voluntary Prepayments. Borrower may at any time on at least ten (10) days' prior written notice to Agent (i) Any voluntarily prepay all or part of the Revolving Loan and/or permanently reduce but not terminate the Revolving Loan Commitment; provided that (A) any such prepayments or reductions shall be in a minimum amount of $10,000,000 and integral multiples of $1,000,000 in excess of such amount, (B) the Tranche A Revolving Loan Commitment shall not be reduced to an amount less than $100,000,000, and (C) the Tranche B Revolving Loan shall not be reduced to an amount less than $20,000,000. Borrower shall have the right may at any time and from time to time on at least (10) days' prior written notice to prepay any Borrowing in whole or in partAgent terminate the Revolving Loan Commitment; provided that upon such termination, subject to prior notice in accordance with the provisions of this Section 2.11(a). The 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 Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepayment. Each such notice all Loans and other Obligations shall be irrevocable immediately due and shall specify the payable in full. Any such voluntary prepayment date and the principal amount of each Borrowing any such reduction 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 Commitments as contemplated Revolving Loan Commitment must be accompanied by the payment of the compensation required by Section 2.091.9(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 2.09 and (y) 1.13(b). In the event GE Capital acts as the lead agent in providing a notice refinancing of prepayment of the Loans may state that such notice is conditioned upon under this Agreement, GE Capital shall waive 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 payment of any compensation otherwise required to be paid to GE Capital under Section 1.9(c). Upon any such notice relating prepayment and reduction or termination of the Revolving Loan Commitment, Borrower's right to a Borrowingrequest Revolving Credit Advances, the Administrative Agent or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall advise the Lenders under the 2021 Revolving Facility, 2023 Revolving Facility, Tranche A-1 Term Loan Facility simultaneously be permanently reduced or Tranche A-2 Term Loan Facilityterminated, as the case may be, ; provided that a permanent reduction of the contents thereofTranche A Revolving Loan Commitment shall not require corresponding pro rata reduction in the Swing Line Commitment and/or the L/C Sublimit (as defined in Annex B). Each notice of partial prepayment of any Borrowing shall designate the Loan or other Obligations to which such prepayment is to be in an amount applied, provided that would be permitted notwithstanding the foregoing in the case of a Default or an advance Event of a Borrowing of the same Type and Class as provided in Section 2.02. Each prepayment of a 2021 Revolving Borrowing Default, all prepayments 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)A Revolving Loan.

Voluntary Prepayments. (i) Any Borrower shall have TheIf 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 to prior that, (iA) such notice in accordance with the provisions of this Section 2.11(a). The 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 Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, must be received not later than 12:00 noon, Local Time, three 11:00 a.m. five (35) 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 prior to the date of prepayment, and (iiB ) any such prepayment 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). Each such notice If an Enhanced Protection Event has occurred, the Issuer may, upon written notice from the Issuer to the Purchasers, voluntarily prepay the Notes, in whole but not in part; provided, that, (A) such notice must be received not later than 11:00 a.m. five (5) Business Days prior to the date of prepayment, and (B) any such prepayment shall be in the case entire principal amount thereof then outstanding. Each notice delivered pursuant to clauses (i) and (ii) above shall specify the date and amount of such prepayment. The Issuer shall make such prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, and the payment amount specified in such notice shall be due and payable on the date of prepayment or specified therein (C) in but may be conditioned upon the case of prepayment of indebtedness or the consummation of a Swingline Loanspecified transaction, not later than 12:00 noonin each case, Local Time, 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 date principal amount of the Notes prepaid and (y) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such notice prepayment shall be irrevocable 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 shall specify be applied to 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 Notes of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked Purchasers in accordance with Section 2.09 and (y) a notice their respective pro rata share in respect 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, 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 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)Notes.

Voluntary Prepayments. Borrowers may at any time on at least three (3) Business Days' prior written notice by Borrower Representative to the Agents voluntarily prepay, all or part of the Term Loans; provided that any such prepayments shall be in a minimum amount of $250,000 and integral multiples of $250,000 in excess of such amount and shall be accompanied by payment of all fees required to be paid pursuant to Section 2.7(c); provided additionally that no such prepayment, other than in connection with the payment in full of all Obligations and termination of all Commitments, shall be made unless: (i) Any Borrower Administrative Agent shall have received an officer's certificate and accompanying financial information demonstrating after giving pro forma effect to such prepayment that Borrowing Availability shall not be less than $15,000,000 for the right thirty (30) day period immediately preceding the date of the proposed payment (assuming such prepayment was made on the first day of such prior thirty (30) day period), and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such prepayment. In addition, Borrowers may at any time after Borrowers have prepaid all of the Term Loans and from time on at least three (3) Business Days' prior written notice by Borrower Representative to time the Agents terminate all of the Revolving Loan Commitment; provided that upon such termination, all Revolving Loans and other Obligations owing to prepay any Borrowing the Revolving Lenders shall be immediately due and payable in whole full and all Letter of Credit Obligations shall be cash collateralized or in part, subject to prior notice otherwise satisfied in accordance with Section 2.2; provided further that following a Major Asset Disposal, Borrowers may permanently reduce the provisions of this Section 2.11(a). The 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 Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, Revolving Loan Commitment to an amount not later less than 12:00 noon, Local Time, $37,500,000 upon three (3) Business Days (in notice by Borrower Representative to Agents so long as 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the outstanding principal amount of each the aggregate Revolving Loan would not exceed the lesser of any Borrowing Base and the Maximum Amount at the time of such proposed reduction. Any such voluntary prepayment of Term Loans or portion thereof to termination or partial permanent reduction of the Revolving Loan Commitments must be prepaid; provided thataccompanied by the payment of the Fee required by Section 2.7(c), (x) if a notice of any. Upon any such prepayment is given in connection with a conditional notice of and termination of the Commitments as contemplated by Section 2.09Revolving Loan Commitment, then such notice each Borrower's right to request Revolving Credit Advances or request that Letter of prepayment may Credit Obligations be revoked if such notice of termination is revoked in accordance with Section 2.09 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 incurred on its behalf shall simultaneously 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)terminated.

Voluntary Prepayments. (i) Any Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in partmake payments on the Revolving Loan and, subject to the limitations in Subsection 5.7.2 hereof, to prepay (“Voluntary Prepayments”) all or any part of the outstanding principal balance under the Term Loan, the Voluntary Converted Loan and/or the Automatic Converted Loan at any time, in minimum amounts of $1,000,000.00 and in integral multiples of $500,000.00 in the event such prepayment occurs prior notice in accordance with to the provisions date on which Borrower acquires 100% of this Section 2.11(a). The applicable Borrowerthe Gold Xxxx Stock, or in minimum amounts of $5,000,000 and integral multiples of $1,000,000 thereafter (or the Company entire outstanding balance in each case, if less) on behalf of the applicable Borrower, shall notify the Administrative Agent any Banking Day; provided that (and, a) in the case event of prepayment of a Swingline Loan, any LIBO Rate Loan or the Swingline LenderFloating Rate Tranche (i) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, Borrower must provide three (3) Business Banking 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 making such prepayment, and (ii) Borrower must, at the specified effective datetime of making such prepayment, pay (A) if all Funding Losses applicable to such condition is not satisfied. Promptly following receipt prepayment, and (B) all interest accrued as 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; and (b) in the event of prepayment of the Fixed Rate Tranche, Borrower must, at the time of making such prepayment, pay (A) all Prepayment Fees applicable to such prepayment, and (B) all interest accrued as of the date of such prepayment. Principal amounts paid or voluntarily prepaid on a pro rata basis to the Tranche A-1 Revolving Loan (but not including the Voluntary Converted Loan) may be reborrowed under the terms and conditions of this Credit Agreement during the Revolving Availability Period. Principal amounts paid or voluntarily prepaid on the 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 not 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)reborrowed.

Voluntary Prepayments. (ia) Any Except as otherwise expressly provided herein, Borrower shall not have the right at any time and from time to time to prepay any Borrowing the Loan in whole or in partpart prior to the Scheduled Maturity Date. On any Business Day Borrower may, subject at its option and upon at least twenty (20) days prior written notice to prior notice in accordance with the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in specifying the case of Business Day on which such prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 is to be prepaid; provided that, made (x) if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 at any time prior to the such date provided that Xxxxxxxx shall reimburse Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of and Lender for any such notice relating to a Borrowing, the costs incurred by Administrative Agent shall advise LOAN AGREEMENT – Page 29 and Lender as a result of such revocation), prepay the Lenders under the 2021 Revolving FacilityDebt in whole, 2023 Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, but not in part (except as the case may be, of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be otherwise expressly 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 FacilityAgreement), 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 provided that 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 prepayment is accompanied by (i) all interest accrued interest to on the extent required by Section 2.13 amount of the Loan being so prepaid through and including the last day of the Interest Period in effect as of such date on which the prepayment is made, (ii) break funding payments pursuant all other sums due and payable under this Agreement and the other Loan Documents, including, but not limited to Section 2.16 all of Administrative Agent’s and Xxxxxx’s costs and expenses (if any)including reasonable attorney’s fees and disbursements) incurred thereby in connection with such prepayment, and (iii) the Prepayment Premium applicable to such payment. Administrative Agent shall execute and deliver to or at the direction of Xxxxxxxx, upon the written request and at the expense of Xxxxxxxx, upon payment in full of the Debt in accordance with the terms and provisions of this Agreement, such documents as may be necessary to release the lien of the Security Instrument in form and content reasonably acceptable to Administrative Agent. For the avoidance of doubt, the Prepayment Premium is earned as of the Closing Date, and immediately due and payable in connection with the repayment in full of the Debt and/or in the event the Debt is accelerated after the occurrence of an Event of Default.

Voluntary Prepayments. (i) Any The Borrower shall have may prepay the right at any time and from time to time to prepay any Borrowing First Lien Exit Term Loans, in whole or in part, in minimum amounts to be agreed, subject to prior the Prepayment Premium and the following: (a) notice in accordance with the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf and other requirements to be agreed; and (b) customary reimbursement of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, three (3) Business Days (First Lien Term Lenders’ redeployment costs 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on SOFR loans prior to the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 last day of the Commitments as contemplated by Section 2.09, then such notice relevant interest period. Call Protection Any payment of prepayment may the First Lien Exit Term Loans prior to the maturity date will be revoked if such notice of termination is revoked in accordance with Section 2.09 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 accompanied by the Company or applicable Borrower following prepayment premium (by notice to the Administrative Agent on “Prepayment Premium”) as set forth below opposite the relevant period from the Closing Date as indicated below: Period 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, 2nd Anniversary of the contents thereof. Each partial prepayment of any Borrowing Closing Date Thereafter Prepayment Premium 101.00% None First Lien Exit Facilities Documentation The First Lien Exit Facilities will be evidenced by (a) a credit agreement (the “First Lien Exit Facilities Credit Agreement”) which shall be in an amount that would be permitted form and substance based on the BrandCo Credit Agreement (with such modifications as are necessary to reflect the terms set forth in this First Lien Exit Facilities Term Sheet and the case of an advance of a Borrowing nature of the same Type First Lien Exit Facilities and Class to reflect (i) administrative agency and operational matters of the First Lien Exit Term Loan Agent, (ii) the corporate structure of Holdings and its Subsidiaries on the Plan Effective Date (including the elimination of the “BrandCo” structure), (iii) SOFR provisions, (iv) beneficial ownership certification, (v) the modification of baskets, thresholds and carveouts applicable to the covenants to be agreed among the Required Consenting BrandCo Lenders and the Debtors and (vi) other modifications as provided in Section 2.02. Each prepayment of a 2021 Revolving Borrowing may be agreed among the First Lien Exit Term Loan Agent, the Required Consenting BrandCo Lenders and the Debtors (the “First Lien Documentation Principles”), (b) security documents and (c) other legal documentation (collectively with the First Lien Exit Facilities Credit Agreement and security documents, the “First Lien Exit Facilities Documents”), which First Lien Exit Facilities Documents shall be applied ratably in form and substance consistent with the First Lien Documentation Principles and otherwise satisfactory 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 First Lien Exit 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 Agent (with respect to Term Loans under its own treatment), the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as Required Consenting BrandCo Lenders and 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)Debtors.

Voluntary Prepayments. (ia) Any The Borrower shall have the right at any time and from time may elect to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent and the Lenders that it may wish to make below par voluntary prepayments of the Loans (and, each such payment a “Voluntary Prepayment”) pursuant to the procedures set forth in this Section 2.15; provided that (x) the case Borrower shall specify in an Election Notice to the Administrative Agent whether such Voluntary Prepayment will be a utilization of prepayment the Borrower’s Discounted Prepayment Portion of a Swingline LoanAvailable Cash or the Borrower’s Discretionary Portion of Available Cash and (y) Voluntary Prepayments shall only be permitted to be made in amounts not exceeding aggregate unused amount of the Borrower’s Discounted Prepayment Portion of Available Cash or the aggregate unused amount of the Borrower’s Discretionary Portion of Available Cash (as applicable) at the time such Voluntary Prepayment is made. At the time of any Voluntary Prepayment, the Swingline LenderBorrower shall certify, with reasonable supporting detail (as determined by the Administrative Agent), (i) compliance with the requirements of this Section 2.15, which certification shall include a schedule setting forth the computation (and any utilization by telephone (confirmed by telecopythe Borrower) of any prepayment hereunder (A) in the case Available Cash, Borrower’s Discounted Prepayment Portion of prepayment Available Cash and Borrower’s Discretionary Portion of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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 prepaymentAvailable Cash, (Bii) in that no Event of Default pursuant to Section 6.13 could reasonably be expected to occur during the case succeeding four calendar quarters if such Voluntary Prepayment is not made, (iii) that such Voluntary Prepayment shall have been approved by at least 66 2/3% of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or Borrower’s Governing Board and (Civ) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepayment. Each such notice shall be irrevocable that immediately prior to and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof after giving effect to be prepaid; provided thatany Voluntary Prepayment, (x) if a notice no Default or Event of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may Default shall have occurred and be revoked if such notice of termination is revoked in accordance with Section 2.09 continuing and (y) a notice the Loan Parties shall have Unrestricted Cash 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)at least $40,000,000.

Voluntary Prepayments. (ia) Any Borrower shall have the right at any time and from time The Loan may not be prepaid on or prior to time to prepay any Borrowing in whole or in partSeptember 20, subject to prior notice in accordance with the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf 2013 other than prepayments of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 balance of the Commitments as contemplated Loan which arise from payments of one or more Pledged Receivables by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked the related Obligor(s) and in accordance with Section 2.09 2.5. At any time after September 20, 2013, subject to the terms of this Agreement and the payment of the applicable prepayment premium set forth in this Section 2.6(a) (yother than with respect to prepayments of the principal balance of the Loan which arise from payments of one or more Pledged Receivables by the related Obligor(s) or any other proceeds of Collateral and in accordance with Section 2.5), Borrower may terminate financing under this Agreement, and prepay the Loan in whole, but not in part. Such permitted prepayment in full shall be known as a notice of prepayment of Loans may state that such notice is conditioned upon the effectiveness of other credit facilities“Voluntary Termination”), indentures or similar agreements or other transactions, in which case such notice and may be revoked effected only by providing Agent with written notice (the Company or applicable Borrower (by notice “Termination Notice”). The Termination Notice shall be provided to the Administrative Agent on or at least sixty (60) calendar days prior to the specified effective date) specific date upon which Borrower intends to cease financing hereunder and prepay the Obligations in full, which date shall be known as the “Voluntary Termination Date”). In connection with a Voluntary Termination, if such condition Borrower does not pay and perform all Obligations on the Voluntary Termination Date, Borrower may subsequently terminate financing under this Agreement only upon delivering to Lender a new Termination Notice and otherwise complying with this Section 2.6(a). In connection with a Voluntary Termination whereby the Voluntary Termination Date is not satisfied. Promptly following receipt of any such notice relating to a Borrowingon or before September 20, 2014, the Administrative Agent Indebtedness owing and to be paid by Borrower to Agent, for the benefit of Lenders, on the Voluntary Termination Date shall advise include as liquidated damages, not as a penalty, an amount equal to three percent (3%) multiplied by 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, then outstanding principal balance of the contents thereofLoan. Each partial prepayment In connection with a Voluntary Termination whereby the Voluntary Termination Date is after September 20, 2014 and is on or before September 20, 2015, the Indebtedness owing and to be paid by Borrower to Agent, for the benefit of any Borrowing Lenders, on the Voluntary Termination Date shall be in include as liquidated damages, not as a penalty, an amount that would be permitted in equal to one and one-half of one percent (1.5%) multiplied by the case of an advance of a Borrowing then outstanding principal balance 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)Loan.

Voluntary Prepayments. (i) Any Borrower shall have the right at any time and from time to time to prepay any Borrowing The Loan may be prepaid in whole or whole, but not in part, subject on any Business Day upon not less than fifteen (15) days prior written notice to Lender specifying the date on which prepayment is to be made provided no Event of Default exists and, if such prepayment is made prior notice in accordance with the provisions Open Date, upon payment of this Section 2.11(a). The applicable Borrower, or an amount equal to the Company on behalf greater of (a) one percent (1%) of the applicable Borroweroutstanding principal balance of the Debt at the time such payment or proceeds are received or (b) (x) the present value as of the date such payment or proceeds are received of the remaining scheduled payments of principal and interest from the date such payment or proceeds are received through the Maturity Date (including any balloon payment) determined by discounting such payments at the Discount Rate, less (y) the amount of the payment or proceeds received. Lender shall notify the Administrative Agent (and, in the case of not be obligated to accept any such prepayment of a Swingline Loan, the Swingline Lender) Debt unless it is accompanied by telephone (confirmed by telecopy) of any the prepayment hereunder (A) consideration due in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City timeconnection therewith. Additionally, on the date Open Date, or on any Business Day thereafter, Borrower may, at its option and upon thirty (30) days prior notice to Lender, prepay the Debt in whole, but not in part, without payment of the Yield Maintenance Premium or any other prepayment premium or (C) in the case of penalty. If any prepayment of pursuant to this Section 2.4.1 is not made on a Swingline LoanPayment Date, not later than 12:00 noon, Local Time, such prepayment shall include all interest which would have accrued on the date of prepayment. Each such notice shall be irrevocable and shall specify Loan through 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 Payment Date next 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. Except as otherwise provided herein, on a pro rata basis Borrower shall not have the right to prepay the Loan in whole or in part prior 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 Maturity Date. Any notice 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 prepayment given pursuant to this Section 2.16 (if any)2.4.1 may be revoked by Borrower, provided that Borrower reimburses Lender for any reasonable out-of-pocket expenses incurred by Lender in connection therewith.

Voluntary Prepayments. (i) Any 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 requirements of this Section 2.11(a2.10. Voluntary prepayments of any Class of Term Loans permitted pursuant to this Section 2.10(a)(i) shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.3 in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity). The applicable Borrower(ii) Notwithstanding the foregoing, in the event that the Borrower prepays any Initial Term Loans (including, for avoidance of doubt, any prepayment made pursuant to Section 2.10(b)(iii) or 2.10(b)(iv) but excluding prepayments made pursuant to Section 2.10(b)(i)), the Company on behalf Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable BorrowerTerm Lenders (subject to the proviso below), shall notify (I) at any time prior to the Administrative Agent first anniversary of the Closing Date, a prepayment premium in an amount equal to 2.00% of the principal amount prepaid or otherwise refinanced and (andII) at any time from and after the first anniversary of the Closing Date and prior to the second anniversary of the Closing Date, a prepayment premium in the case amount equal to 1.00% of the principal amount prepaid or otherwise refinanced. For the avoidance of doubt, no prepayment premium will be applicable is such prepayment or refinancing is made on or after the second anniversary of a Swingline Loanthe Closing Date. Such amounts shall be due and payable on the date of effectiveness of such prepayment or refinancing. (iii) Notwithstanding anything in any Loan Document to the contrary, so long as no Event of Default has occurred and is continuing, the Swingline Lender) by telephone (confirmed by telecopy) Borrower may prepay any Class of outstanding Term Loans at any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, time on at least three (3) Business Days (in Days’ prior written notice by Borrower to the case of a Eurocurrency Borrowing denominated in Dollars Administrative Agent; provided that any such prepayments or a BA Equivalent Borrowing) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated reductions shall be in a Foreign Currency), in each case before the date of prepayment, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the minimum principal amount of each Borrowing $1,000,000 or portion thereof to a whole multiple thereof. Any voluntary prepayment must be prepaid; provided thataccompanied by the payment of any Term SOFR funding breakage costs, (x) if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09applicable, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 2.15(c) and (y) a the fee payable in accordance with Section 2.10(a)(ii), if any. Each notice of partial prepayment of shall designate the Loans may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactionsObligations hereunder to which such prepayment is to be applied, in which case such and any notice delivered pursuant to this Section 2.10 may be revoked by conditioned on the Company occurrence of one or more events described in the applicable Borrower (by notice notice. If no direction is given as to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt application 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, prepayments 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 and Class as provided in Section 2.02. Each prepayment of a 2021 Revolving Borrowing Term Loans, such prepayments shall be applied ratably first 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 amortization payments required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16 (2.3, if any, in direct order of maturity and, thereafter, to the remaining balance of Term Loans then outstanding. (b).

Voluntary Prepayments. (ia) Any The Borrower shall have be prohibited from making any prepayments, in-whole or in-part, during the right at any time and from time to time to prepay any Borrowing Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in in-part, subject by the Borrower or its Affiliates during the Lock-Out Period, the Borrower shall pay the Lock-Out Make-Whole Payment to prior notice in accordance with the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in for the case ratable benefit of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City timeLenders, on the date of prepayment such termination provided, however, that if (i) the Administrative Agent or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Required Lenders establish one or portion thereof to be prepaid; provided thatmore Reserves, (xii) if a notice of prepayment is given in connection with Lender makes a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked demand for increased costs in accordance with Section 2.09 2.13 hereof, (iii) the Obligations are being refinanced by the Required Lenders or an Affiliate thereof, or (iv) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, then, in each case, Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days' prior written notice to the Lenders and the Administrative Agent, by paying the applicable Prepayment Premium plus the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the LEGAL 4873-0998-8490v4881-9719-6460v.143 occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days' prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a reduced Lock-Out Make-Whole Payment equal to the product of (x) the projected average daily outstanding principal amount of the Loans from the date of prepayment until the twelve (12) month anniversary of the Closing Date (as determined by the Company in consultation with the Castlelake Representative and utilizing commercially reasonable assumptions) multiplied by (y) the Interest Rate in effect at the time of such prepayment, multiplied by (z) a fraction, the numerator of which is the actual number of days between the date of prepayment and the twelve (12) month anniversary of the Closing Date and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3% 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)Maximum Committed Amount.

Voluntary Prepayments. (a) Borrower may prepay, all or any portion of the Outstanding Principal Balance on any Business Day, provided that the following conditions are satisfied: (i) Any no Event of Default shall have occurred and be continuing (other than in connection with a prepayment made with respect to a release of an Individual Property subject to a Qualified Release Property Default); (ii) Borrower shall have timely deliver to Lender a Prepayment Notice; (iii) Mezzanine B Borrower shall concurrently make a prepayment of all or a portion, as applicable, of the right at outstanding principal balance of the Mezzanine B Loan, and shall otherwise satisfy the applicable conditions in the Mezzanine B Loan Documents with respect to such prepayment (as evidenced by an Officer’s Certificate and, and in the case of a prepayment in full or the release of an Individual Property, the delivery to Lender of a copy of a payoff letter from the Mortgage Lender and the Mezzanine B Lender); (iv) Borrower shall comply with the provisions and pay to Lender the applicable amounts set forth in Section 2.4.6 and (v) if Borrower is prepaying the entire Outstanding Principal Balance, then Borrower shall also pay to Lender (without duplication of amounts paid under Section 2.4.6) any time and from time all other amounts outstanding under the Note, this Agreement, and any of the other Loan Documents. The aggregate amount prepaid by Borrower under this paragraph (a) and concurrently by Mezzanine B Borrower under the Mezzanine B Loan Documents shall be allocated among the Loan and the Mezzanine B Loan pro rata in accordance with their respective outstanding principal balances immediately prior to time to prepay any Borrowing such prepayments. For the avoidance of doubt, voluntary prepayments on the Loan, in whole or in part, subject to prior notice in accordance with the provisions of this Section 2.11(a). The applicable Borrower, or the Company shall not be conditioned on behalf pro-rata prepayments of the applicable Borrower, shall notify the Administrative Agent Mortgage Loan (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 except as set forth herein in connection with releases of Net Liquidation Proceeds After Debt Service, Property Releases and payments to cure a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 anyLow Cash Flow Trigger Period).

Voluntary Prepayments. (i) Any In addition to daily payments contemplated in Section above, Borrower shall have may wholly prepay the right Aggregate Term 1 Loan, the Aggregate Term 2 Loan, the Aggregate Revolving Loan, or the Swingline Loan at any time and may make partial prepayments thereon from time to time, without penalty or premium, but only if (i) Borrower gives Agent written notice (which shall be mailed, personally delivered or telecopied as provided in Section ) of Borrower's intention to make such prepayments at least one Business Day prior to tendering the prepayments, (ii) the total amount of the prepayments is a whole multiple of $100,000 and no less than $500,000, and (iii) Borrower pays any accrued interest on the amount prepaid at the time to prepay any Borrowing in whole or in partof such prepayment. Each such prepayment will be applied by Agent, subject to prior notice in accordance with the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf each Lender's respective prorata shares of the applicable BorrowerCommitment, shall notify to reduce the Administrative Agent (Aggregate Revolving Loan and, in the case of prepayment the Aggregate Term 1 Loan and the Aggregate Term 2 Loan, to reduce the repayment installments in the inverse order of a Swingline their due dates. The foregoing notwithstanding, Borrower shall not be entitled to voluntarily prepay the Aggregate Term 1 Loan, the Swingline Lender) by telephone (confirmed by telecopy) Aggregate Term 2 Loan, or the Aggregate Revolving Loan, if the effect of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of such voluntary prepayment or (C) in reduction would be to prepay principal or interest under the case relevant Loan which is attributable to a LIBOR Advance, unless Borrower also reimburses Lenders pursuant to the terms of prepayment Section . Without limiting the terms of a Swingline Loanthe previous sentence, Borrower shall not later than 12:00 noon, Local Time, on be entitled to partially prepay any LIBOR Advance if the date remaining balance outstanding 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 LIBOR Advance after such prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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)less than $400,000.

Voluntary Prepayments. (i) Any The Borrower shall have the right at any time and from time to time to prepay all or any Borrowing in whole portion of the Loans without premium or in part, penalty (but subject to prior notice in accordance with the provisions of this Section 2.11(a3.5). The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify by delivering to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, an irrevocable written notice thereof at least three (3) Business Days (in except as provided below) prior to the case proposed prepayment date, specifying (i) the Class(es) and Type(s) of a Eurocurrency Borrowing denominated in Dollars or a BA Equivalent BorrowingLoans to be prepaid, (ii) or four the amount to be prepaid and (4iii) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (B) whereupon the amount specified in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepayment. Each such notice shall be irrevocable due and shall specify payable on the prepayment date and specified, provided that any Revolving Loan may be prepaid on the principal amount of each Borrowing or portion thereof to be prepaid; provided that, (x) if a same day that such notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 satisfiedgiven. Promptly following Upon receipt of any each such notice relating to a Borrowingnotice, 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 promptly notify each relevant Lender thereof. Each partial prepayment of any Borrowing the Loans pursuant to this subsection shall be in an amount that would be permitted in equal to the case Minimum Prepayment Amount, or, if less, the outstanding principal balance of an advance the Loans. After giving effect to any partial prepayment with respect to Eurodollar Advances which were made (whether as the result of a Borrowing of Borrowing, a conversion or a continuation) on the same Type date and Class as provided in which had the same Interest Period, the outstanding principal balance of such Eurodollar Advances shall equal or exceed (subject to Section 2.023.3) the Minimum Prepayment Amount. Each Any prepayment of a 2021 Revolving Borrowing shall be applied ratably Term Loans pursuant 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(a2.7(a) shall be applied against first to the remaining installments scheduled repayments of principal due on the Term Loans being prepaid, in accordance with Section 2.6(a), including any scheduled repayments of Incremental Term Loans pro rata among the applicable Term Loan Lenders in accordance with their respective Applicable Term Loan -45- Exposures with respect to such Term Loans under Loans, and second to the Tranche A-1 remaining outstanding principal balance on such Term Loans, pro rata among the applicable Term Loan Facility or Tranche A-2 Lenders in accordance with their respective Applicable 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 Exposures with respect to the such 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)Loans.

Voluntary Prepayments. Subject to the terms of the Superpriority Facility and the Amended 2025 Indentures, the Company shall be permitted to prepay the New Term Loans at any time, in minimum principal amounts to be agreed upon, without premium or penalty. Documentation Principles Substantially consistent with the corresponding provisions set forth in the Superpriority Facility with appropriate modifications to reflect the lien priority status of the New Term Loan Facility (the “New Term Loan Facility Documentation Principles”). Representations and Warranties To give due regard to the representations and warranties set forth in the Existing Credit Agreement in a manner consistent with the New Term Loan Facility Documentation Principles, including, for avoidance of doubt, the revisions specified in Annex A hereto. Affirmative Covenants To give due regard to the affirmative covenants set forth in the Existing Credit Agreement in a manner consistent with the New Term Loan Facility Documentation Principles, including, for avoidance of doubt, the revisions specified in Annex A hereto. Negative Covenants To give due regard to the negative covenants set forth in the Existing Credit Agreement in a manner consistent with the New Term Loan Facility Documentation Principles, including, for avoidance of doubt, the revisions specified in Annex A hereto; provided, that: • revisions shall reflect the corresponding provisions set forth in Annex A; • the Company will not, nor will it permit any Subsidiary to, (other than at maturity and other than with respect to regular debt service) make or pay, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of any 2024 Notes, the New 2L Notes, or loans outstanding after the Closing Date under the Amended Existing Credit Agreement (as defined below), including any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the prepayment (whether optional or mandatory), satisfaction, purchase, exchange, redemption, retirement, acquisition, defeasance, cancellation or termination of any such 2024 Notes, the New 2L Notes, or loans outstanding after the Closing Date under the Amended Existing Credit Agreement; provided, that: • the Company may (i) Any Borrower shall use up to $100 million of proceeds from new equity issuances consummated on or after the Closing Date to repay, repurchase or redeem the New 2L Notes, and (ii) redeem or refinance the New 2L Notes in connection with any change of control or sale of all or substantially all of the Company’s assets solely to the extent the Superpriority Facility, the New Term Loans and the 2025 Notes have been paid in full in cash; and • the right at any time and from time to time to prepay any Borrowing in whole Company may make prepayments or in partrepayments of the loans outstanding after the Closing Date under the Amended Existing Credit Agreement or the 2024 Notes outstanding after the Closing Date, subject to prior notice in accordance with the provisions proceeds of this Section 2.11(a). The 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 Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowingjunior financing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 (x) if a notice of prepayment is given junior in connection with a conditional notice of termination security and priority to each of the Commitments as contemplated by Section 2.09Superpriority Facility, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 the ABL Facility, the New Term Loans, the 2025 Notes and the New 2L Notes and (y) a notice limits payment of prepayment interest on such financing to PIK interest or (B) newly issued equity 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 capital contributions 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)Company.

Voluntary Prepayments. (i) Any Borrower shall have the right may 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 2.11(a). The 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 Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, at least three (3) Business Days days’ prior notice to Agent and Lenders voluntarily prepay all of the Term Loan. In addition, subject to the following sentence, Borrower may at any time on at least three (3) days' prior written notice to Agent and Lenders voluntarily prepay part of the Term Loan; provided that any such partial prepayment shall be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Notwithstanding the case preceding sentence, if Borrower has given notice of a Eurocurrency Borrowing denominated voluntary partial prepayment of the Term Loan (such notice, a "Voluntary Partial Prepayment Notice"), any Term Lender holding a portion of the Term Loan may elect, by notice to Agent prior to the prepayment date, to decline the amount of such voluntary partial prepayment of the Term Loan to the extent it would be applied to prepay the portion of the Term Loan held by such declining Term Lender assuming none of the Term Lenders declined such prepayment (the aggregate amount, if any, so declined by the declining Term Lenders in Dollars or a BA Equivalent Borrowing) or four (4) Business Days (in the case respect of a Eurocurrency Borrowing denominated Voluntary Partial Prepayment Notice, the "Declined Voluntary Prepayment Amount"), in which case (i) in respect of a Foreign Currency)Voluntary Partial Prepayment Notice Borrower may only prepay the Term Loan, and shall prepay the Term Loan, in each case before in an amount equal to the date amount of prepayment, the voluntary partial prepayment specified in such Voluntary Partial Prepayment Notice less the Declined Voluntary Prepayment Amount in respect thereof and (Bii) in the case amount prepaid shall be applied to the Term Loan pursuant to Section 1.11(a) for the ratable benefit of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, each Term Lender that did not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of decline such prepayment. Each In addition, Borrower may at any time on at least 10 days' prior written notice to Agent terminate the Revolving Loan Commitment; provided that upon such notice termination, all Loans and other Obligations shall be irrevocable immediately due and shall specify the payable in full. Any such voluntary 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 any such termination of the Commitments as contemplated Revolving Loan Commitment must be accompanied by the payment of the Fee required by Section 2.091.9(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 2.09 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 satisfied1.13(b). Promptly following receipt of Upon 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, termination of the contents thereof. Each partial prepayment of any Borrowing Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances shall simultaneously 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)terminated.

Voluntary Prepayments. (ia) Any The Borrowers may, upon written notice from the Lead Borrower shall have to the right Administrative Agent, at any time and from time to time to time, voluntarily prepay any Borrowing of any Class (other than Swingline Loans, the prepayment of which is governed by clause (b) of this Section 2.07) in whole or in partpart without premium or penalty (except as set forth in Section 2.17)), subject to prior provided that such notice in accordance with the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify must be received by the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, 1:00 p.m. (1) three (3) Business Days (in the case prior to any date of prepayment of a Eurocurrency LIBOR Borrowing denominated in Dollars or a BA Equivalent Borrowingand (2) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before on the date of prepayment, (B) in the case of prepayment of an ABR Borrowing (or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City timein each case, on such later date or time as each of the date of prepayment or (C) Administrative Agent and each Lender may agree to in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepaymentits sole discretion). 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 Class(es) and Type(s) of Loans to be prepaid; . The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that, (x) if that a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 and (y) a notice of prepayment of Loans may state that such notice is conditioned upon the effectiveness of any other credit facilities, indentures or similar agreements or other transactionstransaction, in which case such notice may be revoked or the effective date of the prepayment date specified in such notice may be delayed by the Company or applicable Lead Borrower (by written 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 satisfied subject to a Borrowing, the Administrative Agent shall advise Borrowers’ obligation to indemnify 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)2.17.

Voluntary Prepayments. (i) Any Except as otherwise provided herein, Borrower shall not have the right at any time and from time to time to prepay any Borrowing the Loan in whole or in part. Subject to Section 2.4.3 and Section 11.34 hereof, subject Borrower may, at its option and upon thirty (30) days’ irrevocable prior written notice to prior Lender (which notice in accordance with the provisions of this Section 2.11(a). The 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 Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the proposed Prepayment Date), prepay the Debt in whole (but not in part). Any prepayment date received by Lender shall be accompanied by and is subject to receipt by Lender of (a) all interest which would have accrued on the amount of the Loan to be prepaid through and including the last day of the Interest Period during which the proposed Prepayment Date occurs, (b) the Repayment Premium, if any, (c) [intentionally omitted] and (d) all other sums then due and payable under this Agreement, the Note, the TL Participation Agreement and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, (x) if other Loan Documents. If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.4.1, the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed Prepayment Date. Borrower shall pay all of Lender’s fees, costs and expenses incurred by Lender in connection with a conditional such prepayment or notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 Facilityprepayment, as the case may be, all such fees, costs and expenses being payable by Borrower to Lender immediately following Lender’s demand therefor. The Repayment Premium shall be deemed earned by Lender upon the funding of the contents thereof. Each partial prepayment of any Borrowing Loan, shall be required whether payment is made by Borrower or any other Person, and may be included in an amount any bid by Lender at a foreclosure sale. Borrower acknowledges that would be permitted in the case provisions of an advance of this Section 2.4.1 were independently bargained for and constitute a Borrowing specific material part of the same Type and Class as provided in Section 2.02. Each prepayment consideration given by Borrower to Lender for the making 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)Loan.

Voluntary Prepayments. (i) Any Borrower shall have the right to prepay all or any part of the outstanding principal balance under the Loans at any time in integral multiples of $1,000,000.00 (or the entire outstanding balance, if less) 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 2.11(a). The applicable Borrowera $5,000,000.00 minimum prepayment on LIBO Rate Loans, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent any Banking Day; provided that (and, a) in the case event of prepayment of a Swingline any LIBO Rate Loan, the Swingline Lenderwhether voluntary or on account of acceleration (i) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, Borrower must provide three (3) Business Banking 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 making such prepayment, and (ii) Borrower must, at the specified effective datetime of making such prepayment, pay all Funding Losses applicable to such prepayment, and (b) Borrower shall not have the right to prepay any Bid Loan before the applicable Bid Loan Maturity Date, but if a Bid Loan is deemed prepaid on account of acceleration, Borrower must pay all Funding Losses applicable to such condition is not satisfiedprepayment. Promptly following receipt Principal amounts prepaid may be reborrowed under the terms and conditions of this Credit Agreement. "FUNDING LOSSES" shall be determined on an individual Syndication Party basis as the amount which would result in such Syndication Party being made whole (on a present value basis) for the actual or imputed funding losses (including, without limitation, any loss, cost or expense incurred by reason of obtaining, liquidating or employing deposits or other funds acquired by such Syndication Party to fund or maintain such LIBO Rate Loan or Bid Loan) incurred by such Syndication Party as a result of such prepayment. In the event of any such notice relating to a Borrowingprepayment, each Syndication Party which had funded the Administrative Agent shall advise the Lenders under the 2021 Revolving FacilityLoan being prepaid shall, 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 promptly after being notified of such prepayment, on a pro rata basis send written notice ("FUNDING LOSS NOTICE") to the Tranche A-1 Term Loan Facility Administrative Agent by facsimile setting forth the amount of attributable Funding Losses and the method of calculating the same. The Administrative Agent shall notify Borrower orally or Tranche A-2 Term Loan Facility, in writing of the amount of such Funding Losses. A determination by a Syndication Party 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 amounts payable pursuant 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 this Section 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)conclusive absent manifest error.

Voluntary Prepayments. (i) Any Borrower shall have the right at any time Borrowers may prepay without premium or penalty and from time to time to prepay any Borrowing in whole or in partpart the Revolving Loan Advances, subject the Term Loan, and/or the Delayed Draw Term Loan then outstanding at any time upon three (3) Business Days prior written notice by the Administrative Borrower to prior notice Lender (or, in accordance with any case, such shorter time period then agreed to by Lender), such prepayment to be made by the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf payment of the applicable Borrower, shall notify the Administrative Agent (principal amount to be prepaid and, in the case of prepayment any prepayments of a Swingline the Term Loan or the SMRH:0000-0000-0000.14 -4- Delayed Draw Term Loan, accrued and unpaid interest thereon to the Swingline Lenderdate fixed for prepayment; provided, however, Borrowers may not voluntarily partially prepay (i) by telephone the Revolving Loan Advances then outstanding in a principal amount less than the lesser of (confirmed by telecopy1) $100,000 and (2) the Revolving Exposure, or (ii) the Term Loan and/or the Delayed Draw Term Loan then outstanding in a principal amount less than the lesser of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, $500,000 and (B) in the case of prepayment of an ABR Borrowing Term Loan or the Delayed Draw Term Loan, as applicable, then outstanding. Such written notice by the Administrative Borrower to Lender shall, if applicable, indicate whether all or a Canadian Base Rate Borrowingportion (and if the latter, not later than 12:00 noonin what amount) of such prepayment should be applied to prepay outstanding GKF Revolving Advances. If the Administrative Borrower gives such notice, New York City timethen Borrowers’ prepayment obligation hereunder will be irrevocable, and Borrowers will make such prepayment and the payment amount specified in such notice will be due and payable on the date of prepayment or (C) in specified therein. Notwithstanding the case of prepayment of a Swingline Loanforegoing, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09, then any such notice of prepayment delivered in connection with any refinancing of all of the Obligations hereunder with the proceeds of such refinancing or of any incurrence of Indebtedness may be revoked be, if such notice of termination is revoked in accordance with Section 2.09 and (y) a notice of prepayment of Loans may state that such notice is conditioned expressly so stated to be, contingent upon the effectiveness consummation of other credit facilities, indentures such refinancing or similar agreements or other transactions, in which case such notice incurrence and may be revoked by Borrowers in the Company or applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if event such condition refinancing 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)consummated.

Voluntary Prepayments. Borrower may at any time on at --------------------- least five days' prior written notice to Lender (i) Any voluntarily prepay all or part of either of the Term Loans or (ii) voluntarily prepay all or part of the Revolving Loan and permanently reduce (but not terminate) the Revolving Loan Commitment; provided, that (A) any such prepayments or reductions shall be in a -------- minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than the greater of (1) $10,000,000 and (2) the L/C Sublimit, and (C) if all or any part of any such prepayment is applied to reduce the then outstanding principal amount of Term Loan B, then, after giving effect to such prepayment, Borrower shall have the right Net Borrowing Availability of not less than $2,000,000. Borrower may at any time on at least ten days' prior written notice to Lender terminate the Revolving Loan Commitment; provided, that upon such termination -------- all Loans and from time to time to prepay any Borrowing other Obligations shall be immediately due and payable in whole or in partfull and Borrower shall make arrangements, subject to prior notice in accordance with the provisions terms and conditions of this Section 2.11(a). The applicable BorrowerAnnex B, or for the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) satisfaction of any outstanding Letter of Credit Obligations. ------- Any such voluntary prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing and any such reduction or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated Revolving Loan Commitment must be accompanied by payment of the fee required by Section 2.091.9(c), then such notice if any, Lender's out-of-pocket expenses, and payment of prepayment may be revoked if such notice of termination is revoked any ------------- LIBOR funding breakage costs in accordance with Section 2.09 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 satisfied1.13(b). Promptly following receipt of Upon any such notice relating --------------- prepayment and reduction or termination of the Revolving Loan Commitment, Borrower's right to a Borrowingrequest Revolving Credit Advances, the Administrative Agent or request that Letter of Credit Obligations be incurred on its behalf, shall advise the Lenders under the 2021 Revolving Facility, 2023 Revolving Facility, Tranche A-1 Term Loan Facility simultaneously be permanently reduced or Tranche A-2 Term Loan Facilityterminated, as the case may be; provided, that a -------- permanent reduction of the contents thereofRevolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied; provided, that any 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 Term Loan -------- A made by Borrower shall be applied ratably to prepay the 2021 Revolving Loans included in the prepaid Borrowing. Each prepayment scheduled installments 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 A in inverse order 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)maturity.

Voluntary Prepayments. (i) Any Borrower shall have Subject to the right Subordination Agreement and upon notice given as provided in this Section 2.4(b)(i), Company, at its option, may prepay at any time and after the third anniversary of the Restatement Effective Date all or from time to time any part (in an aggregate amount of $500,000 or any greater amount which is an integral multiple of $100,000, or if the aggregate outstanding principal balance of the Restated Notes is less than $500,000, in an amount equal to prepay the aggregate outstanding principal balance of the Restated Notes) of the principal amount of the Restated Notes, including any Borrowing in whole other interest added to the principal amount of the Restated Notes on or in partprior to the most recent Interest Payment Date, subject together with all accrued but unpaid Current Interest and Default Interest, if any, accrued since the most recent Interest Payment Date on the principal amount being prepaid to prior notice in accordance with the provisions date of this Section 2.11(asuch prepayment plus the applicable Prepayment Premium (and, if all of the Restated Notes are being prepaid, the Deferred Interest Amount). The applicable Borrower, Restated Notes shall not be voluntarily prepayable pursuant to this Section 2.4(b)(i) on or prior to the Company on behalf third anniversary of the applicable Borrower, Restatement Effective Date. Company shall notify the Administrative Agent (and, in the case of call Restated Notes for prepayment of a Swingline Loan, the Swingline Lenderpursuant to this Section 2.4(b)(i) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, giving written notice thereof to Purchasers not later less than 12:00 noon, Local Time, three (3) Business Days nor more than 60 days prior to the date fixed for such prepayment. Any notice pursuant to this Section 2.4(b)(i) shall specify (a) the date fixed for such prepayment; (b) the principal amount (including any other interest added to the principal amount of the Restated Notes on or prior to the most recent Interest Payment Date) to be prepaid on such date; (c) the amount of accrued Current Interest and Default Interest, if any, to be paid or anticipated to be paid on such date; and (d) the amount of the Prepayment Premium (and, if applicable, the Deferred Interest Amount) to be paid in connection therewith. Notice of prepayment having been so given, the aggregate principal amount of the Restated Notes so to be prepaid as specified in such notice, together with accrued Current Interest and Default Interest, if any, thereon to such date fixed for prepayment, plus the applicable Prepayment Premium (and, if applicable, the Deferred Interest Amount), shall become due and payable 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 Currencyprepayment pursuant to Section 2.4(b)(i), in each case before the date of prepayment, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of specified prepayment or date, provided Company provides Purchasers with at least three (C3) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Business Days’ prior notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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) Any Borrower shall have the right Party may, upon delivery of a Prepayment Notice to Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Loans in whole or in partpart without premium or penalty; provided that: (a) with respect to Swingline Loans, subject the principal of any Swingline Loan may be prepaid by 11:00 a.m. on any Business Day, and any prepayment not received by 11:00 a.m. on such Business Day shall be deemed to prior have been made on the next succeeding Business Day; and (b) with respect to any other Loan, such notice in accordance with the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the must be received by Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder not later than: (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, 11:00 a.m. 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 prior to any date of prepaymentprepayment of any Loans accruing interest at the Term SOFR, Floating SOFR or the CP Rate; and (B) in the case 11:00 a.m. one (1) Business Day prior to any date of prepayment of an ABR Borrowing any Daily SOFR Loans or Base Rate Loans; and (c) any prepayment of Loans shall be in a minimum principal amount of $1,000,000 or a Canadian Base Rate Borrowingwhole multiple of $100,000 in excess thereof; or, not later than 12:00 noonif less, New York City time, on the entire principal amount thereof then outstanding. Each such Prepayment Notice shall specify the date (which shall be a Business Day) and amount of prepayment or (Csuch prepayment, if applicable, the Type(s) in of Syndicated Loans to be prepaid. Administrative Agent will promptly notify each Funding Agent of its receipt of each such notice, and of the case amount of prepayment its Lender Group’s Repayment Percentage of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of such prepayment. Each If such notice is given by a Borrower Party, such Borrower Party shall make such prepayment and the payment amount specified in such notice shall be irrevocable 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 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked paid in accordance with Section 2.09 3.02(b) 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 any additional amounts required pursuant to Section 4 with respect thereto shall 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 promptly paid following receipt of any an accurate and correct invoice for such notice relating amounts. Subject to a BorrowingSection 2.15, 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 each such 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 Principal Obligation held by each Lender 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 accordance 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)its applicable Repayment Percentage.

Voluntary Prepayments. (i) Any Borrower shall have the right may, at any time time, terminate financing under this Agreement and from time prepay the Indebtedness in full (a “Voluntary Termination”) by providing Lender with written notice (the “Termination Notice”) at least ninety (90) calendar days prior to time the specific date upon which Borrower intends to cease financing hereunder and prepay the Indebtedness in full (the “Termination Date”). After receipt of the Termination Notice, Lender shall cease making advances under this Agreement and all Indebtedness shall be immediately due and payable upon the earlier of the Maturity Date or the Termination Date, as applicable. In connection with a Voluntary Termination, the Indebtedness owing and to be paid by Borrower to Lender on the Termination Date shall include as liquidated damages, not as a penalty, the Liquidated Damages. Notwithstanding any Borrowing in whole other provision of any Loan Document, no termination of financing under this Agreement shall affect Lender’s rights or in partany of the Indebtedness existing as of the Termination Date, subject to prior notice in accordance with and the provisions of this Section 2.11(a)the Loan Documents shall continue to be fully operative until the Indebtedness (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in cash in full. The applicable Borrower, or Liens granted to the Company on behalf Collateral Agent for the benefit of Lender under the Loan Documents and the financing statements filed pursuant thereto and the rights and powers of Secured Parties thereunder shall continue in full force and effect until (a) all of the applicable BorrowerIndebtedness (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) has been fully performed and indefeasibly paid in full in cash, shall notify and (b) financing under this Agreement has been terminated, as provided herein. Lender hereby agrees to give Borrower written confirmation of the Administrative Agent (and, in amount of the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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 Indebtedness in a Foreign Currency), in each case before the date of prepayment, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 timely fashion 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)Termination Notice.

Voluntary Prepayments. (ia) Any The Borrower shall have be prohibited from making any prepayments, in-whole or in-part, during the right at any time and from time to time to prepay any Borrowing Lock-Out Period. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in in-part, subject to prior notice in accordance with by the provisions of this Section 2.11(a). The applicable Borrower, Borrower or its Affiliates during the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline LoanLock-Out Period, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in Borrower shall pay the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, three (3) Business Days (in Lock-Out Make-Whole Payment to 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City timeLenders, on the date of prepayment such termination provided, however, that if (i) the Administrative Agent establishes one or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 thatmore Reserves, (xii) if a notice of prepayment is given in connection with Lender makes a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked demand for increased costs in accordance with Section 2.09 2.13 hereof or, (iii) the Obligations are being refinanced by Atalaya or an Affiliate thereof, or (iv) the Administrative Agent declares an Event of Default as a result of the occurrence of a Regulatory Trigger Event, the Borrower may prepay the Loans in-full during the Lock-Out Period, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the entire amount of Obligations outstanding at such time (but not, for the avoidance of doubt, the Lock-Out Make Whole Payment); provided, further, that upon the occurrence of a Change of Control with respect to the Company during the first twelve (12) months of the Lock-Out Period, the Borrower may prepay the Loans in-full, but not in-part, upon five (5) Business Days’ prior written notice to the Lenders and the Administrative Agent, by paying the sum of (a) the entire amount of the Obligations outstanding at such time, plus (b) a reduced Lock-Out Make-Whole Payment equal to the product of (x) the projected average daily outstanding principal amount of the Loans from the date of prepayment until the twelve (12) month anniversary of the Closing Date (as determined by Administrative Agent in consultation with the Company and utilizing commercially reasonable assumptions) multiplied by (y) the Interest Rate in effect at the time of such prepayment, multiplied by (z) a fraction, the numerator of which is the actual number of days between the date of prepayment and the twelve (12) month anniversary of the Closing Date and the denominator of which is 360, plus (c) an amount equal to the product of (x) 3.00% 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)Maximum Committed Amount.

Voluntary Prepayments. (i) Any The Borrower shall have may, upon notice to the right at any time and Administrative Agent, from time to time to time, voluntarily prepay any Borrowing the Loans in whole or in part, subject part in an amount equal to prior notice in accordance with the provisions sum of this Section 2.11(a). The applicable Borrower, or (x) the Company on behalf principal amount of the applicable Borrower, shall notify Loans being prepaid and (y) accrued interest on the amount so prepaid together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time11:00 a.m., 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 prior to any date of prepayment, (ii) any prepayment shall be in an aggregate principal amount of at least, the lesser of (A) $5,000,000 and (B) in the case entire principal amount of prepayment the Loans then outstanding and (iii) no Default or Event of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of Default would occur after giving effect to such voluntary prepayment. Each such notice shall be irrevocable and shall specify the prepayment date of such prepayment, the amount of principal being prepaid and the principal applicable prepayment amount determined as set forth in the first sentence of each Borrowing this Section 2.03(a). The Borrower shall make such prepayment and the related prepayment amount specified in such notice shall be due and payable on the date specified therein. In the event that the Borrower makes any voluntary prepayment before March 1, 2016 (the six-month anniversary of the Second Restatement Date) (the “Threshold Date”) (whether or portion thereof to be prepaid; provided that, (x) if a notice of not such prepayment is given in connection with accompanied by a conditional notice of termination reduction of the Commitments as contemplated by Section 2.09Commitment Amount), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 shall pay to the Administrative Agent on or prior Lenders an amount equal to the specified effective date) if Spread on 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 prepaid amount that would be permitted in have accrued from and including the case date of an advance of a Borrowing prepayment through the Threshold Date, payable on each Interest Payment Date as and when such Spread would have been paid as interest. In the event that the Borrower makes any voluntary prepayment on or after the Threshold Date, and, after giving effect to such prepayment the outstanding amount of the same Type and Class Loans would be less than [* * *] of the aggregate Commitments 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 each Interest Payment Date from the date of such prepayment through the Maturity Date, the Borrower shall pay to the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, and ratably Lenders an amount equal to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, Spread on such Underage (as the case may be, included in the prepaid Borrowing defined below) as 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, when such Spread would have been paid as the case may beinterest had such amounts been drawn. 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) Any The Borrower shall have may, upon notice to the right at any time and Administrative Agent, from time to time to time, voluntarily prepay any Borrowing the Loans in whole or in part, subject part in an amount equal to prior notice in accordance with the provisions sum of this Section 2.11(a). The applicable Borrower, or (x) the Company on behalf principal amount of the applicable Borrower, shall notify Loans being prepaid and (y) accrued interest on the amount so prepaid together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time11:00 a.m., 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 prior to any date of prepayment, (ii) any prepayment shall be in an aggregate principal amount of at least, the lesser of (A) $5,000,000 and (B) in the case entire principal amount of prepayment the Loans then outstanding and (iii) no Default or Event of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of Default would occur after giving effect to such voluntary prepayment. Each such notice shall be irrevocable and shall specify the prepayment date of such prepayment, the amount of principal being prepaid and the principal applicable prepayment amount determined as set forth in the first sentence of this Section 2.03(a). The Borrower shall make such prepayment and the related prepayment amount specified in such notice shall be due and payable on the date specified therein. In the event that the Borrower makes any voluntary prepayment before [* * *] (the “Threshold Date”) (whether or not such prepayment is accompanied by a reduction of the Commitment Amount), and, after giving effect to such prepayment the outstanding amount of the Loans would be less than [* * *], then the Borrower shall pay to the Lenders an amount equal to the Spread on the amount by which the outstanding Loan amount as of each Borrowing or portion thereof to be prepaid; provided thatday on which interest is calculated is less than [* * *], (x) if a notice from and including the date of prepayment is given in connection with a conditional notice of termination through the Threshold Date, payable on each Interest Payment Date as and when such Spread would have been paid as interest. In the event that the Borrower makes any voluntary prepayment on or after the Threshold Date, and, after giving effect to such prepayment the outstanding amount of the Loans would be less than [* * *] of the aggregate Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 each Interest Payment Date from the date of such prepayment through the Maturity Date, the Borrower shall pay to the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, and ratably Lenders an amount equal to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, Spread on such Underage (as the case may be, included in the prepaid Borrowing defined below) as 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, when such Spread would have been paid as the case may beinterest had such amounts been drawn. 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) Any Borrower shall have the right to prepay all or any part of the outstanding principal balance under the Loans at any time in integral multiples of $1,000,000.00 (or the entire outstanding balance, if less) 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 2.11(a). The applicable Borrower, a $5,000,000.00 minimum prepayment on LIBO Rate Loans (or the Company entire outstanding balance, if less), on behalf of the applicable Borrower, shall notify the Administrative Agent any Banking Day; provided that (and, a) in the case event of prepayment of a Swingline any LIBO Rate Loan, the Swingline Lenderwhether voluntary (including payments pursuant to Section 2.10 hereof) by telephone or on account of acceleration (confirmed by telecopyi) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, Borrower must provide three (3) Business Banking 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 making 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 Borrower must, at the time of making such prepayment, pay all accrued but unpaid interest and all Funding Losses applicable to such prepayment, and (b) Borrower shall not have the right to prepay any Bid Rate Loan before the applicable Bid Maturity Date, but if a Bid Rate Loan is deemed prepaid on account of acceleration, Borrower must pay all Funding Losses applicable to such prepayment. Principal amounts prepaid may be reborrowed under the terms and conditions of this Credit Agreement. “Funding Losses” shall be determined on an individual Syndication Party basis as the amount which would result in such Syndication Party being made whole (on a present value basis) for the actual or imputed funding payments losses (including, without limitation, any loss, cost or expense incurred by reason of obtaining, liquidating or employing deposits or other funds acquired by such Syndication Party to fund or maintain such LIBO Rate Loan or Bid Rate Loan) incurred by such Syndication Party as a result of such payment (regardless of whether the Syndication Party actually funded with such deposits); provided that such amount shall in no event be less than $300.00 with respect to any Syndication Party. In the event of any such payment, each Syndication Party which had funded the LIBO Rate Loan being paid (or the Syndication Party which made the Bid Advance being prepaid) shall, promptly after being notified of such payment, send written notice (“Funding Loss Notice”) to the Administrative Agent by facsimile setting forth the amount of attributable Funding Losses and the method of calculating the same. The Administrative Agent shall notify Borrower orally or in writing of the amount of such Funding Losses. A determination by a Syndication Party as to the amounts payable pursuant to this Section 2.16 (if any)shall be conclusive absent manifest error.

Voluntary Prepayments. (i) Any Except as otherwise expressly set forth in this Section 2.4 or in connection with a release of the Taran Outparcel conducted in accordance with Section 2.5.2 below, a release of a Release Parcel conducted in accordance with Section 2.5.3 below or a release of a Retail Release Parcel conducted in accordance with Section 2.5.4 below, Borrower shall not have the right at any time and from time to time to prepay any Borrowing the Loan in whole or in part, subject . Provided that Borrower has not previously elected to prior notice defease the Loan in whole in accordance with Section 2.8.1 hereof, Borrower may prepay the provisions Loan from and after the Permitted Release Date (1) in whole and/or (2) in connection with a release of this the Taran Outparcel conducted in accordance with Section 2.11(a). The applicable Borrower2.5.2 below, a release of a Release Parcel conducted in accordance with Section 2.5.3 below or a release of a Retail Release Parcel conducted in accordance with Section 2.5.4 below, in part, provided, that, in each case, (i) no Event of Default is continuing as of the Company on behalf date of the applicable Borrower, shall notify prepayment; (ii) Borrower gives Lender not less than ten (10) days’ prior written notice of the Administrative Agent (and, in principal amount of the case of prepayment of a Swingline Loan, Loan that Borrower intends to prepay and the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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 intended date of prepayment, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepayment. Each such which notice shall be irrevocable revocable by Borrower at any time (the “Prepayment Notice”); and shall specify (iii) Borrower pays Lender, in addition to the outstanding principal amount of the Loan to be prepaid (A) if such prepayment date and does not occur on a Payment Date, all interest that would have accrued on the principal amount of each Borrowing or portion thereof the Loan to be prepaidprepaid through and including the last day of the Interest Period related to the Payment Date following the date of such prepayment or, if such prepayment occurs on a Payment Date, any interest that would have accrued on the principal amount of the Loan to be prepaid through and including the last day of the Interest Period immediately preceding such Payment Date; provided that(B) all other sums then due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to all of Lender’s reasonable, actual out-of-pocket costs and expenses (xincluding reasonable attorney’s fees and disbursements) if a notice incurred by Lender in connection with such prepayment of prepayment is given the Loan and any actual out-of-pocket costs and expenses incurred in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked rescinded or extended Prepayment Notice and (C) if such notice of termination prepayment is revoked in accordance with Section 2.09 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 made prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a BorrowingYield Maintenance End Date, 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)Yield Maintenance Premium.

Voluntary Prepayments. (i) Any Except as otherwise expressly set forth in this Section 2.4 or in connection with a release of an Individual Property conducted in accordance with Section 2.5.2 below or a Partial Release conducted in accordance with Section 2.5.6 below, Borrower shall not have the right at any time and from time to time to prepay any Borrowing the Loan in whole or in part, subject . Provided that Borrower has not previously elected to prior notice defease the Loan in whole in accordance with Section 2.8.1 hereof, Borrower may prepay the provisions Loan (a) from and after the Permitted Release Date (1) in whole or (2) in connection with a Partial Release conducted in accordance with Section 2.5.6 below, in part, and/or (b) from and after the Closing Date, solely in connection with a release of this an Individual Property conducted in accordance with Section 2.11(a). The applicable Borrower2.5.2 below , or in part provided, that, in each case, (i) no Event of Default is continuing as of the Company on behalf date of the applicable Borrower, shall notify prepayment; (ii) Borrower gives Lender not less than ten (10) days’ prior written notice of the Administrative Agent (and, in principal amount of the case of prepayment of a Swingline Loan, Loan that Borrower intends to prepay and the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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 intended date of prepayment, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepayment. Each such which notice shall be irrevocable revocable by Borrower at any time (the “Prepayment Notice”); and shall specify (iii) Borrower pays Lender, in addition to the outstanding principal amount of the Loan to be prepaid (A) if such prepayment date and does not occur on a Payment Date, all interest that would have accrued on the principal amount of each Borrowing or portion thereof the Loan to be prepaidprepaid through and including the last day of the Interest Period related to the Payment Date following the date of such prepayment or, if such prepayment occurs on a Payment Date, any interest that would have accrued on the principal amount of the Loan to be prepaid through and including the last day of the Interest Period immediately preceding such Payment Date; provided that(B) all other sums then due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to all of Lender’s reasonable, actual out-of-pocket costs and expenses (xincluding reasonable attorney’s fees and disbursements) if a notice incurred by Lender in connection with such prepayment of prepayment is given the Loan and any actual out-of-pocket costs and expenses incurred in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked rescinded or extended Prepayment Notice and (C) if such notice of termination prepayment is revoked in accordance with Section 2.09 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 made prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a BorrowingYield Maintenance End Date, 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)Yield Maintenance Premium.

Voluntary Prepayments. Borrower may, at its option, voluntarily prepay the Indebtedness (ia) Any Borrower shall have the right in part at any time, (b) in full at any time and from time request a termination of Lender's security interest in all or part of the Receivables in conjunction with a securitization or sale of such Receivables, if Borrower does not voluntarily terminate this Agreement and enter into a credit facility with another secured lender prior to time the Maturity Date and (c) in full at any time, request a termination of Lender's security interest in all of the Collateral and terminate this Agreement in conjunction with such payment in full, provided, however, that Borrower has given Lender sixty (60) days' written notice of any such intention to prepay any Borrowing the Indebtedness in whole or full and that Borrower intends to terminate this Agreement, requests Lender to terminate its security interest in partall of the Collateral and as liquidated damages, subject not as a penalty, pays to prior notice in accordance with Lender the provisions amount of this liquidated damages ("Liquidated Damages") (Schedule Section 2.11(a2.7). The applicable Borrower, or Borrower may not make such prepayment in subsection (c) hereinabove prior to the Company on behalf expiration of the applicable Borrower, shall notify the Administrative Agent such sixty (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepayment60)-day period. 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 Upon written notice of prepayment is given and termination in connection with a conditional subsection (c) hereinabove, the commitment by Lender to advance funds to Borrower and all the obligations of Lender shall terminate on the expiration of said sixty (60)- day notice of termination period, and the entire amount of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 Indebtedness 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 Liquidated Damages shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type due 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 payable 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)date.

Voluntary Prepayments. The Borrower may, upon notice (iwhich notice may be in the form attached as Exhibit I-2 hereto or any other form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by a Responsible Officer of the Borrower) Any Borrower shall have to the right Administrative Agent and the Lenders, at any time and or from time to time to time, voluntarily prepay any Borrowing the Loans in whole or in part, subject part (a “Voluntary Prepayment”) in an amount equal to prior notice in accordance with the provisions sum of this Section 2.11(a). The applicable Borrower, or (x) the Company on behalf aggregate principal amount of the Loans being prepaid, (y) the applicable BorrowerPrepayment Amount and (z) all accrued interest on the amount prepaid, shall notify together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent (and, in and the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, applicable Lenders not later than 12:00 noonp.m., Local Time, three two (32) 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 prior to any date of prepayment, prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) in the case entire principal amount of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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, (x) if that a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated Voluntary Prepayment Notice delivered by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 and (y) a notice of prepayment of Loans Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing 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 and the Initial Lenders on or prior to the specified effective date) if such condition is conditions are not satisfied. Promptly following receipt of any such notice relating Any Voluntary Prepayment described in this Section 2.04 shall be made to a Borrowing, the Administrative Agent for the ratable accounts of the Lenders. The Administrative Agent shall advise forward such Voluntary Prepayment Notices to 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, and shall promptly forward to each Lender its Ratable Share 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 each 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)payment.

Voluntary Prepayments. (i) Any The Borrowers may, upon notice to the Administrative Agent from the Borrower shall have the right Representative, at any time and or from time to time to voluntarily prepay any Borrowing Class of Mortgage Loans and Term Loans, selected by the Borrower Representative, in whole or in part, subject to prior part without fees or penalties; provided that (a) such notice in accordance with the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify must be received by the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, 3:00 p.m. 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the prior to any date of prepayment or and (Cb) in the case of any voluntary prepayment of Mortgage Loans and Term Loans shall be in a Swingline Loan, principal amount of not later less than 12:00 noon, Local Time, on the date of prepaymentOne Million Dollars ($1,000,000) (or such lesser amount 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 Class of Loans to be prepaid and, if LIBOR Borrowings are to be prepaid; provided that, the Interest Period(s) of such LIBOR Borrowings. The 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 (calculated as such Lender’s Applicable Percentage) of such prepayment. If such notice is given by the Borrower Representative, the applicable Borrowers 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 Borrowing shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.05.2(a). Each such prepayment shall be applied (x) if a to the Class of Loan(s) referenced in the applicable notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 submitted to the Administrative Agent (and if not specified in the applicable notice of prepayment, pro rata to the outstanding Mortgage Loans and Term Loans), (y) in accordance with the Applicable Percentage of each Lender and (z) to reduce the remaining scheduled installments of principal within the applicable Class of Loans as directed by the Borrower Representative on or prior to such voluntary prepayment (and in the specified effective date) if absence of such condition is not satisfieddirection, in the direct order of maturity). Promptly following receipt of any such notice relating Notwithstanding anything to a Borrowingthe contrary contained in this Agreement, the Administrative Agent shall advise Borrower Representative may rescind (or delay 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, date of the contents thereof. Each partial prepayment identified in) any notice 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 2.03.5 if such prepayment would have resulted from a refinancing of all or a portion of the remaining installments of principal due with respect to Term Loans under the Tranche A-1 Term Loan applicable Credit Facility or Tranche A-2 Term Loan Facilityother conditional event, as the case may be, in the manner specified by the relevant Borrower or, if which refinancing or other conditional event shall not so specified on be consummated 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 otherwise 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)delayed.

Voluntary Prepayments. (ia) Any Except as otherwise provided herein, Borrower shall not have the right at any time and from time to time to prepay any Borrowing the Loan in whole or in part. Provided no Event of -52- Default has occurred and be continuing, subject prior to the Open Prepayment Date, Borrower may, upon not less than ten (10) Business Days’ prior written notice in accordance with the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the to Administrative Agent (andor such shorter period of time as may be permitted by Administrative Agent in its sole discretion), prepay the Debt in whole (but not in part except as otherwise contemplated pursuant to the case terms hereof, including, without limitation a prepayment pursuant to Section 7.1 hereof) on any date with the payment of prepayment the Spread Maintenance Premium (plus Short Interest and Breakage Costs). Provided no Event of a Swingline LoanDefault has occurred and be continuing, from and after the Swingline Lender) by telephone Open Prepayment Date, Borrower may, upon not less than ten (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, three (310) Business Days Days’ prior written notice to Administrative Agent (or such shorter period of time as may be permitted by Administrative Agent 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 Currencyits sole discretion), prepay the Debt in each case before whole (but not in part except as otherwise contemplated pursuant to the terms hereof, including, without limitation a prepayment pursuant to Section 7.1 hereof) on any date without payment of prepaymentthe Spread Maintenance Premium or any other fee or premium (other than Short Interest and Breakage Costs, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 prepaidif any); provided that, (x) if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then that Borrower may revoke such notice of prepayment may be revoked if at any time prior to the prepayment date set forth in such notice (subject to payment of termination is revoked any Breakage Costs and any out-of-pocket costs or expenses actually incurred by Administrative Agent or Lenders in accordance connection with Section 2.09 and (y) a notice of such revocation). Any 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 received by the Company or applicable Borrower (by notice to the Administrative Agent on or prior a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the specified effective datenext Monthly Payment Date (“Short Interest”) if and such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowingamounts (i.e., 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 principal 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 interest 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(aby Borrower) shall be applied against to the remaining installments Loan on the next Monthly Payment Date. Except as otherwise contemplated pursuant to the terms hereof, the Building Loan must be simultaneously repaid in full with any voluntary prepayment of the Loan made pursuant to the foregoing. (b) All principal due payments or prepayments made by Borrower with respect to Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term the Building Loan Facility, as the case may be, in the manner specified by the relevant Borrower or, if not so specified on or prior shall be applied to amounts owing with respect to the date of such prepayment, Original Senior Loan and the Original Building Loan on a pro rata basis (based on the then-outstanding principal amounts of the Original Senior Loan and the Original Building Loan) in accordance with the Loan Documents and the Building Loan Documents, as applicable, and, thereafter shall be applied to the Tranche A-1 Term Supplemental Loan Facility or Tranche A-2 Term and Supplemental Building Loan Facility, as on a pro rata basis (based on the case may be, then- outstanding principal amounts of the Supplement Loan 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 beSupplemental Building Loan). 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).2.4.2

Voluntary Prepayments. (i) Any 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 Committed Loans in whole or in part, part without premium or penalty (but subject to prior Section 2.04(c) and Section 3.05(a)); provided that (i) such notice in accordance with the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify must be received by the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, p.m. (A) 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 prior to any date of prepayment, prepayment of SOFR Rate Committed Loans (or at such later time as the Administrative Agent may agree to accept such notice in its discretion) and (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or of Base Rate Committed Loans; (Cii) in the case of any prepayment of SOFR Rate Committed Loans shall be in a Swingline Loanprincipal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $50,000 in excess thereof or, not later than 12:00 noonin each case, Local 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 Committed Loans to be prepaid and, if SOFR Rate Committed Loans are to be prepaid; provided that, (xthe Interest Period(s) if a notice of prepayment is given in connection with a conditional notice such Committed Loans. The Administrative Agent will promptly notify each Lender of termination its receipt of each such notice, and of the Commitments as contemplated by Section 2.09, then amount of such notice Lender’s Applicable Percentage of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 and (y) a notice of prepayment of Loans may state that prepayment. If such notice is conditioned upon given by the effectiveness of other credit facilitiesBorrower, indentures or similar agreements or other transactionsthe Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, in which case provided that any such notice may be revoked by contingent upon the Company consummation of a refinancing, acquisition, merger or applicable disposition transaction and if such refinancing, acquisition, merger or disposition is not consummated on the date of repayment specified in such notice, such notice may be rescinded, or the date of repayment specified therein may be extended, upon further notice from the Borrower (by notice to the Administrative Agent Agent. Any prepayment of a SOFR Rate Committed Loan shall be accompanied by all accrued interest on or prior the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, each such prepayment shall be applied to the specified effective date) if such condition is not satisfied. Promptly following receipt Committed Loans of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders under in accordance with their respective Applicable Percentages; provided that to the 2021 Revolving Facility, 2023 Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as extent the case may be, of the contents thereof. Each partial Borrower makes any voluntary prepayment of any Borrowing shall be Committed Loans pursuant to this Section 2.04(a) in an amount that would be permitted in is less than the case aggregate amount of an advance of a Borrowing of the same Type and Class as provided in Section 2.02. Each Total Outstandings, then such voluntary prepayment of a 2021 Revolving Borrowing shall be applied ratably to reduce payments of the 2021 Revolving Committed Loans included in the prepaid Borrowing. Each prepayment of a 2023 Revolving Borrowing shall be applied ratably required pursuant 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(a2.06(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, and Section 2.07(b) 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)basis.

Voluntary Prepayments. (i) Any Except as set forth below, the Borrower shall have the right at any time and from time to time to prepay any Borrowing Loans in whole or in partpart from time to time, subject without premium or penalty; provided, however, that each such partial prepayment of Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof. Subject to the foregoing terms, amounts prepaid under this Section 2.3(a) shall be applied first to Revolving Loans and then to the Term Loans. Voluntary prepayments on Term Loans shall not be permitted unless, immediately prior to such prepayment, the aggregate Commitments are equal to the then outstanding principal amount of the Term Loans. All voluntary prepayments of the Term Loans shall be applied to the remaining principal installments thereof in the inverse order of maturity thereof. The Borrower has the option, at any time upon ninety (90) days prior written notice to Agent, to terminate this Credit Agreement by paying to Agent, in accordance cash, the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the Issuing Bank), in full, together with the Applicable Prepayment Premium (which may be allocated based upon letter agreements between Agent and individual Lenders). If the Borrower has sent a notice of termination pursuant to the provisions of this Section 2.11(a). The applicable Borrowersection, then the Commitments shall terminate and the Borrower shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by Agent in an amount equal to one hundred five percent (105%) of the then extant Letter of Credit Obligations, or (ii) causing the Company on behalf original Letters of Credit to be returned to the Issuing Bank (with an applicable Borrower, shall notify the Administrative Agent (and, in the case authorization to cancel such Letters of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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 CurrencyCredit), in each case before full, together with the date of prepayment, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City timeApplicable Prepayment Premium, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on set forth as 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 this Credit Agreement in such notice. In the Commitments as contemplated by Section 2.09, then such notice event of prepayment may be revoked if such notice the termination of termination is revoked in accordance with Section 2.09 this Credit Agreement and (y) a notice repayment 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 Obligations at any time prior to the specified effective dateMaturity Date, for any other reason, including (a) if such condition is not satisfied. Promptly following receipt termination after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any insolvency or bankruptcy related proceeding, or (iv) restructure, reorganization or compromise of any or all of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructuring, or arrangement in any insolvency or bankruptcy related proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such notice relating early termination, and by mutual agreement of the parties as 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, reasonable estimation and calculation 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 lost profits or damages of the same Type Agent and Class as provided in Section 2.02. Each prepayment of a 2021 Revolving Borrowing the Lenders, Borrower shall pay the Applicable Prepayment Premium to Agent (which may 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, allocated based upon letter agreements between Agent 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 anyindividual Lenders).

Voluntary Prepayments. (iExcept as set forth in Section 2.5(b) Any below, the Loan may be prepaid only through the collections of Scheduled Payments and any other amounts with respect to the Leases. Revolving Loan Voluntary Prepayment. Borrower may voluntarily prepay, in whole, but not in part, the principal balance of the Revolving Advances and all accrued and unpaid interest thereon at any time, so long as Borrower shall have identified the right at any time Prepayment Date and from time to time to prepay any Borrowing in whole or in part, subject to given Agent not less than thirty (30) calendar days prior written notice in accordance advance of such proposed Prepayment Date. In connection with any prepayment of the provisions principal balance of the Revolving Advances pursuant to this Section 2.11(a). The 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 Loan, the Swingline Lender2.5(b) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 made on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a BorrowingMay 14, the Administrative Agent shall advise the Lenders under the 2021 (“Revolving FacilityLockout Period Termination Date”), 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 Borrower shall be in an amount that would be permitted in liable for 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 Commitment Lockout Period Additional Interest with respect to Term Loans under any such prepayment of the Tranche A-1 Revolving Advances which shall be paid concurrently with such prepayment. In connection with any prepayment of the principal balance of the Revolving Advances pursuant to this Section 2.5(b) after the Revolving Lockout Period Termination Date, Borrower shall be liable for the Revolving Advance Prepayment Additional Interest which shall be paid concurrently with such prepayment. Upon the payment by the Borrower in cash in full of the Obligations with respect to the Revolving Advances (other than indemnity obligations that are not then due and payable or with respect to which no claim has been made) pursuant to this Section 2.5(b), the Revolving Loan Commitments shall terminate. Term Loan Facility or Tranche A-2 Voluntary Prepayment. Borrower may voluntarily prepay, in whole, but not in part, the principal balance of the Term Loan Facility, and all accrued and unpaid interest thereon (including PIK Interest) at any time so long as Borrower shall have identified the case may be, Prepayment Date and given Agent not less than thirty (30) calendar days prior written notice in advance of such proposed Prepayment Date. In connection with any prepayment of the manner specified by principal balance of the relevant Borrower or, if not so specified Term Loan made pursuant to this Section 2.5(c) on or prior to the date of that is eighteen (18) months following the Initial Term Loan Funding Date (“Class B Lockout Period Termination Date”), Borrower shall be liable for the Term Loan Lockout Period Additional Interest which shall be paid concurrently with such prepayment, on a pro rata basis to . In connection with any prepayment of the Tranche A-1 principal balance of the Term Loan Facility or Tranche A-2 made pursuant to this Section 2.5(c) after the Class B Lockout Period Termination Date, Borrower shall be liable for the 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 Prepayment Additional Interest which 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)paid concurrently with such prepayment.

Voluntary Prepayments. (i) Any Borrower shall have the right The Term Loans will be voluntarily prepayable at any time and from time to time to prepay any Borrowing time, in whole or in part, at the option of the Borrower, upon notice and in minimum principal amounts and in multiples to be agreed upon, without premium or penalty (except breakage costs). Negative Covenant Changes: Will be set at levels no less restrictive on the Borrower than provided under the terms of the New Debt Financing. Upfront Fee: The Lenders of the Term Loans will be entitled to an upfront fee of 2.00% of the principal amount of Term Loans held thereof by such Lender on the Closing Date, and shall receive such fee in the form of an increase in principal amount of the Term Loans. SUPPORT AGREEMENT LOCKUP PERIOD: From the date of the Lockup and Support Agreement until September 15, 2015. WARRANTS The Borrower will issue detachable warrants (the “Warrants”) ratably to the Lenders representing the right to purchase in aggregate up to 5% of the equity of Euramax Holdings, Inc. (“Holdings”) on a fully diluted basis (after giving effect to the exercise of the Warrants and to the exercise and conversion of all other outstanding securities and options and including all shares reserved for future issuance under any stock option and similar plan and including any shares, options or otherwise issued or issuable to the incoming CEO and to any other members of management during the term of the warrant).The Warrants will have a nominal exercise price of $0.01 per share. Warrants may be exercised at the option of the holder on a cashless basis.The Warrants will expire ten (10) years from the date of issuance.The Warrants will contain mutually agreeable anti-dilution provisions, put rights, tag-along rights and drag-along rights. EXHIBIT 99.1 BOARD SEAT SoundPoint shall have the right to designate one individual (the “SP Director”) to serve, and who shall be elected, as a member of the Board of Directors of Holdings (the “Holdings Board”), effective as of the Closing Date and who shall have the same rights, duties and protections as a director as the other members of the Holdings Board. The SP Director shall be entitled to serve on the Holdings Board for an initial period that begins on the Closing Date and ends on the later of (i) the date that is the two-year anniversary of the Closing Date and (ii) the date of Holdings’ 2017 annual meeting of stockholders, with such initial period eligible to be extended beyond that two-year anniversary date and for additional one-year terms thereafter, in each case subject to prior notice the requisite approval of Holdings’ stockholders; provided, however that the SP Director shall resign from the Holdings Board and SoundPoint’s foregoing board designation right shall terminate permanently if at any time SoundPoint owns or controls directly or indirectly less than either (x) 87.5% of the aggregate amount of the Term Loan owned or controlled by SoundPoint or its affiliates on the Closing Date or (y) 90% of the aggregate amount of shares of the capital stock of Holdings owned or controlled by SoundPoint or its affiliates on the Closing Date as a result of sales or transfers of shares of Holdings capital stock by SoundPoint or its affiliates to unaffiliated third parties. SoundPoint shall have the right to nominate a replacement to serve as the SP Director during the initial two-year period and any subsequent terms approved as set out above in the event that the individual nominated as the SP Director is no longer able to serve on the Holdings Board during such periods. SoundPoint’s board designation right shall be personal to SoundPoint and may not be transferred or assigned to any party.For so long as the SP Director continues to serve on the Holdings Board in accordance with the provisions of this Section 2.11(a). The applicable Borrowerforegoing right, SoundPoint will waive any rights it may have to designate one or the Company on behalf more members of the applicable BorrowerHoldings Board under the terms of Holdings’ Stockholders Agreement dated June 29, shall notify 2009. In the Administrative Agent (and, event that the SP Director is no longer entitled to serve in accordance with the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09foregoing, then such notice waiver shall automatically terminate, and SoundPoint shall be entitled to any and all rights to designate a member of prepayment the Holdings Board as may be revoked if such notice provided to stockholders of termination is revoked Holdings in accordance with Section 2.09 the terms 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 conditions of such prepayment, on a pro rata basis Stockholders Agreement as in effect from time 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)time.

Voluntary Prepayments. (ia) Any Borrower shall have may prepay all or any portion of the right Loan at any time two times during each Payment Period (not including any mandatory prepayment pursuant to Section 4.1(a) on a Payment Date and from time not including any prepayment of principal in excess of the amount required pursuant to time Section 4.1(a) on a Payment Date if an amount of principal is required to prepay be prepaid on such Payment Date, but including any Borrowing prepayment of principal on a Payment Date if no principal is required to be prepaid on such Payment Date pursuant to Section 4.1(a) above) by giving Agent and each Lender not less than five Banking Days prior written notice (the "Prepayment Notice") of Borrower's intention to prepay, which notice shall specify the date of prepayment (the "Prepayment Date"), which Advances are being prepaid in whole or in partpart and the amount of each Advance being repaid. In the event that the portion of an Advance to be prepaid is not prepaid on the designated Prepayment Date, subject Borrower shall be entitled to reschedule such prepayment to another Banking Day by at least one Banking Days' prior telephonic or telefaxed notice in accordance with to Agent and each Lender, and Borrower may revoke the Prepayment Notice at any time by delivering to Agent and each Lender written notice of revocation. In the event that a Payment Period ends at any time after the receipt by Lender of the Prepayment Notice but before the prepayment by Borrower pursuant to the Prepayment Notice, a series of consecutive one day Payment Periods shall ensue for the portion of the Advance designated to be prepaid beginning immediately after the end of the Payment Period during which the Prepayment Notice was given and continuing until the earlier of (i) the prepayment of such portion of such Advance or (ii) the next Payment Date, and the Interest Rate for each such one-day Payment Period shall equal each Lender's overnight borrowing costs for funds plus the Margin. Notwithstanding the foregoing, to the extent the portion of any Advance designated to be prepaid is not prepaid by Borrower by the next Payment Date, the Prepayment Notice shall be deemed to be revoked and the provisions of this Section 2.11(a). The applicable Borrower, or 4.2 shall apply to the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, Payment Period beginning on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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)next Payment Date.

Voluntary Prepayments. (i) Any 4.3.1.1. Borrower shall have the right right, at any time and its option, from time to time to prepay one or more Fixed Rate Notes then outstanding (but not the Revolving Credit Note) subject, however, to the terms and conditions set forth in this SECTION 4.3. Notwithstanding anything contained herein to the ----------- contrary, no prepayment under one or more Fixed Rate Notes may be less than the outstanding principal balance and accrued interest on the Fixed Rate Note(s) prepaid. Whenever Borrower desires to prepay one or more Fixed Rate Notes in full, Borrower shall provide a prepayment notice to Lender at least thirty (30) days prior to the date of the proposed prepayment, identifying the Fixed Rate Note(s) to be prepaid and setting forth the proposed prepayment date. Any such prepayment notice shall be irrevocable. In all instances, the principal balance of the Fixed Rate Note(s) which is (are) the subject of such notice, together with interest on such principal balance, shall be due and payable by 12:00 Noon Eastern Time on the date specified in the prepayment notice as the date on which such Fixed Rate Note(s) is (are) to be prepaid in full. Lender shall, upon receipt of such prepayment notice, prepare and deliver to Borrower within ten (10) days of such receipt, via facsimile or other electronic transmittal, a statement of interest due with respect to such prepayment. Notwithstanding any Borrowing of the foregoing to the contrary, in whole or in partthe event of a prepayment of the last Fixed Rate Note then outstanding after the Revolving Credit Note Expiration Date, subject to prior notice such prepayment shall be performed in accordance with the provisions of this Section 2.11(a). The applicable SECTION 2.13, ------------ as such prepayment will terminate Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 's Obligations 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 Fixed Rate Note 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)Agreement.

Voluntary Prepayments. (i) Any 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 this Section 2.11(a). The applicable Borrower, part without premium or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent penalty; provided that (and, in the case of prepayment of a Swingline Loan, the Swingline Lenderi) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, LIBOR Rate Loans may be repaid only upon three (3) Business Days Days’ prior written notice to the Administrative Agent, (ii) repayments of LIBOR Rate 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 LIBOR Rate 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 Eurocurrency Borrowing denominated in Dollars or a BA Equivalent Borrowingprepayment under this clause (a) or four clause (4b) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency)below, in each case before the date of prepayment, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, interest on the principal amount prepaid shall be payable on any date of that a prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 revocable by the Company or applicable Borrower (by notice to the Administrative Agent on or prior to the proposed prepayment date 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 anytherein).

Voluntary Prepayments. Except for regular payments of interest and principal as provided hereunder, prepayments, (i) Any Borrower shall have not be permitted during the right Revolving Loan Term, and (ii) may be made, subject to Section 2.6 hereof, in whole, but not in part, upon five (5) days prior written notice to the Lender at any time after the end of the Revolving Loan Term upon payment of the applicable Prepayment Premium (whether such prepayment results from voluntary payments by Borrower, acceleration, or otherwise); provided, however, that (A) payments or prepayments of Pledged Notes Receivable made by Purchasers who are not directly or indirectly solicited by Borrower to make such prepayment shall not violate this Section 2.5(a)(i), and from no Prepayment Premium shall be payable as a result of any such payment by Purchasers; and (B) if at any time the Borrower wishes to time release any Pledged Notes Receivable for the purpose of including those Pledged Notes Receivable in a securitization, pooling or similar conduit transaction, and after 30 days’ prior written notice to Lender, Borrower may prepay any Borrowing the principal balance of the Loan in whole or in part, subject to prior notice in accordance with the provisions of this Section 2.11(a). The applicable Borrower, or extent necessary to cause the Company on behalf then current outstanding unpaid principal balance of the applicable BorrowerLoan to be equal to or less than the Borrowing Base, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 except as provided in Section 2.02. Each 2.6 hereof, no Prepayment Premium will be due where such prepayment is the result of a 2021 Revolving Borrowing securitization closing, as certified by Borrower to Lender. If Borrower voluntarily prepays the entire Receivables Loan Component, then Borrower shall pay to Lender the fee described in Section 2.6 hereof, shall no longer be entitled to Advances of the Acquisition Loan Component or the Inventory Loan Component and the outstanding principal balance under the Inventory Loan Component and the Acquisition Loan Component shall be applied ratably to the 2021 Revolving Loans included repaid as provided 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 any2.5(a)(i).

Voluntary Prepayments. (i) Any Borrower shall have The outstanding principal amount of the right at any time and from time to time to prepay any Borrowing Loan may be prepaid in whole or in part only as expressly provided herein, and may not otherwise be prepaid. On any date occurring after the Closing Date, upon not less than ten (10) Business Days' prior notice to Lender, Borrower may prepay the Loan (a) in whole or (b) in part, subject solely with respect to prior notice this clause (b), pursuant to (i) a Permitted Release in accordance with Section 2.6 hereof (but only to the provisions of this extent that such prepayment (together with all prior prepayments made pursuant to Permitted Releases, Affected Property Releases and Limited Cure Releases) does not exceed the Permitted Release Threshold), (ii) pursuant to a Limited Cure Release in accordance with Section 2.11(a). The applicable Borrower, 8.1(c) hereof or the Company on behalf (iii) pursuant to an Affected Property Release in accordance with Section 6.4(d) of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder Mortgage Loan Agreement; provided that (A) in the case no Event of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepayment. Each such notice Default shall be irrevocable and shall specify continuing (other than the prepayment date and the principal amount Event of each Borrowing or portion thereof Default which is to be prepaidcured pursuant to a Limited Cure Release); provided thatprovided, (x) if a notice of prepayment is given however, that solely in connection with a conditional notice of termination prepayment in whole of the Commitments Loan, the absence of an Event of Default shall not be a precondition thereto so long as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance complies with Section 2.09 all other applicable provisions hereof and (yB) any prepayment in whole pursuant to clause (a) hereof or any prepayment pursuant to clause (b) hereof pursuant to a notice of prepayment of Loans may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures Permitted Release or similar agreements or other transactions, in a Limited Cure Release which case such notice may be revoked by the Company or applicable Borrower (by notice to the Administrative Agent on or occurs prior to the specified effective datePayment Date occurring in January, 2009 (the "Lockout Release Date") if such condition is not satisfiedshall include the Spread Maintenance Premium. Promptly following receipt of any such notice relating to If 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(a2.4.1(a) is made (I) on a Payment Date, then Borrower shall be applied against pay to Lender, simultaneously with such prepayment, all interest on the remaining installments principal balance of principal due with respect to Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as then being prepaid accrued through the case may be, in end of the manner specified by the relevant Borrower or, if not so specified on or Interest Period ending immediately prior to such Payment Date or (II) on a day other than a Payment Date, then Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Loan then being prepaid which would have accrued through the end of the Interest Period then in effect, notwithstanding that such Interest Period extends beyond the date of such prepayment. Additionally, on in connection with any voluntary prepayment pursuant to this Section 2.4.1, the Mortgage Loan and each Other Mezzanine Loan shall be simultaneously prepaid ratably, or if such prepayment is in connection with the release of a pro rata basis Release Property in accordance with Section 2.6 hereof, in an amount equal to the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as Mortgage Release Amount and the case may be, Other Mezzanine Release Amount applicable to such Release Property. Borrower acknowledges and ratably to the Term Loans agrees that in connection with any prepayment under the Tranche A-1 Term Mortgage Loan Facility or Tranche A-2 Term any Other Mezzanine Loan, the Loan Facility, shall be simultaneously prepaid as the case may be, included provided in the prepaid Borrowing and ratably against Mortgage Loan Agreement or the remaining installments applicable Other Mezzanine Loan Agreement. Borrower shall have the right, by notice to Lender, to revoke any notice of principal due with respect prepayment given pursuant to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facilitythis Section 2.4.1, as the case may be. Prepayments shall be accompanied by provided that (i) accrued interest such notice is given not later than the date that is one (1) Business Day prior to the extent required by Section 2.13 date originally designated as the date of prepayment and (ii) break funding payments pursuant Borrower shall within ten (10) Business Days after demand pay to Section 2.16 (if any)Lender all reasonable costs and expenses incurred by Lender in connection with the proposed prepayment and/or the revocation thereof, including, without limitation, reasonable attorneys' fees and disbursements.

Voluntary Prepayments. (ia) Any Borrower Provided that no Event of Default shall have the right occurred and be continuing, Borrowers may, at any time and from time to time time, elect to prepay any Borrowing the Loan, in whole or in part, subject to prior notice in accordance with the provisions of this Section 2.11(a). The applicable Borroweron any Business Day, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09either case, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 any prepayment (i) Borrowers have given Lender written notice of such prepayment not so specified on or more than sixty (60) days and not less than thirty (30) days 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 if such prepayment occurs prior to the Prepayment Release Date, such prepayment is accompanied by an amount equal to the Spread Maintenance Premium, (iii) in all cases, such prepayment is accompanied by all interest accrued on the amount so prepaid up to and including the date of prepayment, if any, provided, however, that if such prepayment occurs on a day other than a Monthly Payment Date, Borrowers shall also pay to Lender interest at the Applicable Interest Rate on the amount so prepaid through, but not including, the next succeeding Monthly Payment Date, and (iv) in all cases, such prepayment is accompanied by all other fees and sums due hereunder and under the other Loan Documents up to and including the date of prepayment, if any, including, without limitation, the compensation (if any) required to be paid to Lender in connection with such prepayment pursuant to Section 2.16 2.2.7. Any voluntary partial prepayments made in accordance with this Section 2.4.8 (if anyother than by reason of the application of Net Proceeds or the application of Required Release Prices in accordance with Section 4.1.37(i)) shall be in the minimum amount of $1,000,000.00 and in integral multiples of $1,000,000.00. Any prepayment received by Lender on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing for the benefit of Borrowers, and shall be applied to the Debt on the next Monthly Payment Date. Notwithstanding anything to the contrary set forth in this Agreement, no prepayment shall be permitted from and including the day following any Monthly Payment Date through and including the next Interest Determination Date succeeding such day.

Voluntary Prepayments. Reductions or Termination in Commitments. Borrower may at any time on at least five (5) days' prior written notice to Agent (i) Any Borrower shall have the right at any time and from time to time to voluntarily prepay any Borrowing in whole all or in part, subject to prior notice in accordance with the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf part of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Term Loan or CapEx Loan, and/or (ii) permanently reduce or terminate the Swingline LenderCapEx Loan Commitment and/or (iii) by telephone permanently reduce (confirmed by telecopybut not terminate) of any prepayment hereunder the Revolving Loan Commitment; provided that (A) in the case of prepayment of a Eurocurrency Borrowing any such prepayments or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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 reductions shall be in a Foreign Currency), minimum amount of $500,000 and integral multiples of $250,000 in each case before the date excess of prepaymentsuch amount, (B) in the case CapEx Loan Commitment shall not be reduced to an amount less than the amount of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or CapEx Loan then outstanding and (C) the Revolving Loan Commitment shall not be reduced to an amount less than the aggregate amount of the Revolving Loan and Swing Line Loan then outstanding. In addition, Borrower may at any time on at least ten (10) days' prior written notice to Agent terminate the Revolving Loan Commitment; provided that upon such termination, all Loans and other Obligations shall be immediately due and payable in the case full, all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex J hereto and all Commitments shall be terminated. Any voluntary prepayment of a Swingline the Term Loan or CapEx Loan, not later than 12:00 noon, Local 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 any reduction 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 Commitments as contemplated CapEx Loan Commitment and any termination of the Revolving Loan Commitment must be accompanied by payment of the Fee required by Section 2.09, then such notice 1.9(d) plus the payment of prepayment may be revoked if such notice of termination is revoked any LIBOR funding breakage costs in accordance with Section 2.09 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 satisfied1.13(b). Promptly following receipt of Upon any such notice relating reduction or termination of the Revolving Loan Commitment, Borrower's right to a Borrowingrequest Revolving Credit Advances, the Administrative Agent or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall advise the Lenders under the 2021 Revolving Facility, 2023 Revolving Facility, Tranche A-1 Term Loan Facility simultaneously be permanently reduced or Tranche A-2 Term Loan Facilityterminated, as the case may be, ; provided that a permanent reduction of the contents thereofRevolving Loan Commitment shall not require a corresponding reduction in the L/C Sublimit except to the extent that the Revolving Loan Commitment is reduced below the L/C Sublimit. Upon any such reduction or termination of the CapEx Loan Commitment, Borrower's right to request CapEx Advances shall simultaneously be permanently reduced or terminated, as the case may be. Each notice of partial prepayment of shall designate the Loans or other Obligations to which such prepayment is to be applied; provided that any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing partial prepayments of the same Type and Class as provided in Section 2.02. Each prepayment of a 2021 Revolving Borrowing Term Loan or CapEx Loan shall be applied ratably to prepay the 2021 Revolving Loans included in scheduled installments of 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 FacilityCapEx Loan, as the case may be, in the manner specified by the relevant Borrower or, if not so specified on or prior to the date inverse order 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)maturity.

Voluntary Prepayments. (i) Any 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 part, subject part (a “Voluntary Prepayment”) in an amount equal to prior notice in accordance with the provisions sum of this Section 2.11(a). The applicable Borrower, or (x) the Company on behalf aggregate principal amount of the Loans being prepaid, (y) the applicable BorrowerPrepayment Amount and (z) all accrued interest on the amount prepaid, shall notify together with any additional amounts required pursuant to Section 3.04; provided that (i) such notice must be received by the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noonp.m., Local Time, three two (32) 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 prior to any date of prepayment, prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the lesser of (A) $5,000,000 and (B) in the case entire principal amount of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 to applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment and the related Prepayment Amount specified in such Voluntary Prepayment Notice shall be prepaiddue and payable on the date specified therein; provided that, (x) if that a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated Voluntary Prepayment Notice delivered by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 and (y) a notice of prepayment of Loans Borrower may state that such notice is conditioned upon the effectiveness of certain events, including the closing 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 conditions are not satisfied. Promptly following receipt of any such notice relating Any Voluntary Prepayment described in this Section 2.04 shall be made to a Borrowing, the Administrative Agent shall advise for 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, ratable accounts of the contents thereofLenders. Each partial prepayment of any Borrowing All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given 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 accordance with 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)6.12.

Voluntary Prepayments. The Borrower may, upon notice (iwhich 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 be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by a Responsible Officer) Any Borrower shall have to the right Administrative Agent (a “Voluntary Prepayment Notice”), at any time and or from time to time to time, voluntarily prepay any Borrowing the Initial Loans, the Delayed Draw Loans and/or the Revolving Loans in whole or in partpart (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of such Loans being prepaid, subject (y) in the case of a prepayment of Delayed Draw Loans, the applicable Prepayment Amount, if any, for such Delayed Draw Loans being prepaid and (z) other than with respect to the prepayment of Initial Loans contemplated in Section 4.02(k), all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that, (1) (A) prior notice in accordance with to the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf expiration of the applicable BorrowerPrepayment Date, no prepayment of Initial Loans shall notify be permitted if there are any Revolving Loans or Delayed Draw Loans outstanding (after giving effect to any concurrent repayment of such Revolving Loans and/or Delayed Draw Loans, as applicable); for the avoidance of doubt, Revolving Loans may be prepaid at any time notwithstanding any Delayed Draw Loans that remain outstanding on the date of such prepayment, and (2) except with respect to any prepayments made pursuant to Section 2.09(a), (i) such Voluntary Prepayment Notice must be received by the Administrative Agent not later than 12:00 p.m., two (2) Business Days 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 entire principal amount of such Type of Loans then outstanding and being prepaid. Each such Voluntary Prepayment Notice shall specify the date of such prepayment, the amount of principal being prepaid and whether the Loans being prepaid are Initial Loans, Delayed Draw Loans and/or Revolving Loans and, in the case of prepayment of a Swingline LoanDelayed Draw Loans, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) applicable Prepayment Amount, if any, determined with respect to such Delayed Draw Loans, as set forth in the case of definition thereof. The Borrower shall make such prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowingtogether with all accrued interest thereon and the related Prepayment Amount, not later than 12:00 noonif any, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, and any additional amounts required pursuant to Section 3.04 on the date of prepayment or (C) specified in the case of prepayment of a Swingline Loansuch Voluntary Prepayment Notice, not later than 12:00 noon, Local Time, on the date of prepayment. Each and all such notice amounts shall be irrevocable due and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidpayable on such date; provided that, (x) if that a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated Voluntary Prepayment Notice delivered by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 and (y) a notice of prepayment of Loans Borrower may state that such notice is conditioned upon the effectiveness of certain events, including, without limitation, the closing 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 conditions are not satisfied. Promptly following receipt of Subject to Section 2.11(j), any such notice relating Voluntary Prepayment described in this Section 2.04 shall be made to a Borrowing, the Administrative Agent shall advise for 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, ratable accounts 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 Lenders of the same Type and Class as provided in Section 2.02or Types of Loans being prepaid. Each prepayment The Administrative Agent shall forward to each Lender its Ratable Share 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 each 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 payment with respect to the Term relevant Type of 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)being prepaid.

Voluntary Prepayments. (i) Any Borrower Borrowers shall have the right to prepay the Loan at any time and from time to time to prepay any Borrowing time, in whole or in part, subject from time to time (each, a “Voluntary Prepayment”), on the following terms and conditions: (i) Borrower gives Administrative Agent written notice of its intent to prepay all or a portion of the Loan (“Prepayment Notice”), (A) at least eight (8) Business Days prior to the intended prepayment date if the amount being prepaid is greater than $200,000,000 or (B) at least five (5) Business Days prior to the intended prepayment date if the amount being prepaid is less than or equal to $200,000,000, in each case such notice to specify the amount of the prepayment and the specific Financed Properties, if any, that Borrowers seek to have released from the Collateral; (ii) Borrowers shall deposit or shall cause to be deposited into the Payment Account, in accordance addition to the outstanding principal amount of the Loan to be prepaid, (A) all accrued and unpaid interest on the amount of the Loan to be paid through and including the date such prepayment occurs; (B) all Breakage Costs, if any, to the extent that Borrowers have written notice thereof from Lenders; (C) all other sums then due and payable under this Agreement, the Notes, and the other Loan Documents; (D) any termination payments due from a Borrower in connection with the provisions reduction of the Hedge Notional Amount or the notional amount under any Pre-Trigger Hedge Agreement, in each case, as a result of such Voluntary Prepayment; and (E) any applicable Exit Fee; (iii) after giving effect to such Voluntary Prepayment, the Hedge Notional Amount shall not exceed the Loan Amount, or if a Hedging Trigger Event has not occurred, the aggregate notional amount under all Pre-Trigger Hedge Agreements shall not exceed the Loan Amount; and (iv) Borrowers may not make more than two (2) Voluntary Prepayments in any calendar month. The amount designated for prepayment and all other sums required under this Section 2.11(a). The 2.5.1 shall be due and payable on the prepayment date set forth in the Prepayment Notice; provided that Borrowers shall have the right to revoke, without premium or penalty, other than applicable BorrowerBreakage Costs, or the Company on behalf Prepayment Notice by written notice of the applicable Borrower, shall notify such revocation delivered to the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, and each Lender at least 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 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 satisfiedintended prepayment date set forth in the Prepayment Notice. Promptly following receipt of any such notice relating to a Borrowing, Upon deposit into 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, Payment Account 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, together with any Breakage Costs required in connection therewith, after receipt of the Borrower’s notice referred to above, the Payment Agent shall pay to each Lender its Pro Rata Share of the amount deposited by or on a pro rata basis behalf of the Borrowers into the Payment Account for such purpose. The Exit Fee shall be due and payable at the time of such prepayment (including on the Facility Termination Date), provided, that notwithstanding anything herein or in any other Loan Document to the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facilitycontrary, 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 no Exit Fee shall be accompanied by due or payable in connection with (i) accrued interest the removal of Properties from the Collateral pursuant to the extent required by Section 2.13 and a Third Party Purchase Option or (ii) break funding payments pursuant the removal of Lender Approved Release Properties identified in Schedule IV to Section 2.16 (if any)the Disclosure Letter.

Voluntary Prepayments. (i) Any Except as otherwise provided herein, Borrower shall not have the right at any time and from time to time to prepay any Borrowing the Loan in whole or in part, subject part prior to prior notice in accordance with the provisions of this Section 2.11(a)Permitted Prepayment Date. The applicable BorrowerOn the Permitted Prepayment Date, or on any date thereafter, Borrower may, at its option and upon fifteen (15) days prior written notice to Lender, prepay the Company on behalf Debt in whole or in part without payment of the applicable BorrowerYield Maintenance Premium, shall notify provided Borrower pays to Lender all accrued and unpaid interest on the Administrative Agent (and, in the case amount of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local 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, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on principal being prepaid through and including the date of prepayment or (C) in and, if such prepayment occurs on a date which is not a Payment Date, all interest which would have accrued on the case amount of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on principal being prepaid after the date of prepaymentsuch prepayment to the next Payment Date (the “Interest Shortfall Payment”). Each such notice Borrower shall be irrevocable and shall specify permitted the prepayment date and the principal amount of each Borrowing right to rescind, amend or portion thereof to be prepaid; provided that, (x) if a revoke its notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with this Section 2.09 and 2.3.1, provided that (yi) a written notice of prepayment of Loans may state that such notice rescission, amendment or revocation is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked received by the Company or applicable Borrower Lender no sooner than two (by notice to the Administrative Agent on or prior to the specified effective date2) 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 Business Days 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 prepayment indicated by (i) accrued interest to the extent required by Section 2.13 Borrower and (ii) break funding payments pursuant any such written notice amending the date of prepayment shall specify a date of prepayment no later than the first Payment Date following the date of prepayment specified in the initial notice to Section 2.16 Lender. In the event of a rescission, revocation or failure to prepay the Loan on the date set forth in any notice of prepayment (if anyor amendment thereof), Borrower shall pay Lender’s reasonable costs and expenses incurred as a result of Lender’s receipt of such notice of prepayment and such subsequent rescission, revocation or failure to prepay the Loan.

Voluntary Prepayments. (i) Any 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 this Section 2.11(a). The applicable Borrower, or information required by the Company on behalf of the applicable Borrower, shall notify immediately succeeding sentence and must be received by the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, three p.m. (3A) threetwo 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 prior to any date of prepaymentprepayment of Eurodollar RateTerm SOFR Loans, and (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or of Base Rate Loans; (Cy) in the case of any such prepayment of Eurodollar RateTerm SOFR 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 12:00 noonif less, Local Timethe entire principal amount thereof then outstanding); and (z) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or 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 prepayment 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 Xxxxxx’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 of prepayment. Each specified therein, except that any 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 Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 and (y) a notice of prepayment of Loans 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, 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) date of prepayment 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 Any 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 Eurodollar RateTerm SOFR 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) all accrued interest to the extent thereon, together with any additional amounts required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16 (3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. Each such prepayment of the Term Loans shall be applied to the principal installments thereof under Section 2.07(b) as directed by the Borrower in its sole discretion, and if any)no direction is given by the Borrower in direct order of maturity.