Common use of (a) Clause in Contracts

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

(a). The Lead Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed in writingby telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 12:00 p.m. (noon), Local TimeNew York City time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Borrowing or a Canadian Prime Borrowing, not later than 12:00 p.m. (noon), New York City time, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date date, the Class and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.08. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of (i) a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing Borrowing, and each voluntary prepayment of (ii) a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing Borrowing, in the case of this clause (ii), in such order of application as directed by the Lead Borrower. Prepayments shall be made without premium or penalty but shall be accompanied by (i) accrued interest to the extent required by Section 2.13 2.12 and (ii) break funding payments pursuant to Section 2.162.15, if any.

(a). The Lead Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone written notice (confirmed in writingpromptly followed by telephonic confirmation of such request) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Revolving Borrowing, not later than 12:00 p.m. (noon), Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing or a Canadian Prime Revolving Borrowing, not later than 12:00 p.m. (noon), New York City time, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing and each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Lead BorrowerBorrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.

(a). The Lead Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed in writingby electronic communication) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 12:00 p.m. (noon)2:00 p.m., Local TimeNew York City time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or not later than 11:00 a.m. Local Time, four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing or a Canadian Prime Swingline Borrowing, not later than 12:00 p.m. (noon), New York City time, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon2:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice (other than a notice relating solely to a BorrowingSwingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except: (i) as necessary to apply fully the required amount of a mandatory prepayment; (ii) ABR Loans may be prepaid in minimum amounts equal to $50,000 or the outstanding principal amount of such Loans; and (iii) Swingline Loans may be prepaid in any amount. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing and each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Lead BorrowerBorrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.

(a). The Lead Each mandatory prepayment made by an Applicable Borrower on the principal amount of its Loans shall notify be applied in accordance with Section 2.6(b); provided, that prepayments made pursuant to Section 2.14 shall be applied in accordance with such Section. All payments (including prepayments) to be made by the Borrowers on account of principal, interest and fees shall be made without defense, set-off or counterclaim and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s office specified in Section 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. (New York City time) on the date when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, in with respect to payments of principal, interest thereon shall be payable at the case of prepayment of then applicable rate during such extension. If any payment on a Swingline LoanLIBOR Rate Loan becomes due and payable on a day other than a Business Day, the Swingline Lendermaturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. Notwithstanding anything to the contrary contained herein, the provisions of this Section 2.10(a) by telephone (confirmed in writing) shall be subject to the express provisions of any prepayment hereunder this Agreement which (i) in the case of prepayment of a Eurocurrency Borrowingrequire, or permit, differing payments to be made to Lenders which are not later than 12:00 p.m. (noon), Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepaymentDefaulting Lenders as opposed to Defaulting Lenders, (ii) in the case of prepayment of an ABR Borrowing or a Canadian Prime Borrowing, not later than 12:00 p.m. (noonpermit different payments to be made to Removed Lenders pursuant to Section 2.22(b)(B), New York City time, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof require commitment reductions to be prepaid; provided that, if a notice made with respect to Non-Extended Revolving Commitments of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating Non-Extended Revolving Lenders pursuant to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing and each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Lead Borrower. Prepayments shall be accompanied by (i2.5(d) accrued interest to the extent required by Section 2.13 and (iiiv) break funding require differing payments pursuant to Section 2.16be made to Lenders which are Non-Extended Revolving Lenders as opposed to Extended Revolving Lenders (and vice versa).

(a). The Lead Borrower shall notify At any time prior to the Administrative Agent (and25th Scheduled Trading Day prior to the Maturity Date, in if the case of prepayment of a Swingline LoanCompany has not made the Net Share Settlement Election, the Swingline Lender) by telephone Company may deliver a one-time Consideration Notice to the Holders designating the settlement method (confirmed in writing) of any prepayment hereunder clause (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 12:00 p.m. (noon), Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing or a Canadian Prime Borrowing, not later than 12:00 p.m. (noon), New York City time, one (1) Business Day before the date of prepayment or (iii) of Section 12.02(a) or, if the Company has made the Net Share Settlement Election, clause (iii) of Section 12.02(a)) for all conversions that occur on or after the 25th Scheduled Trading Day prior to such Maturity Date. If the Consideration Notice designates settlement pursuant to clause (iii) of Section 12.02(a), it will state the Specified Dollar Amount. For conversions that occur on or after the 25th Scheduled Trading Day prior to the Maturity Date, if the Company has not delivered the one-time Consideration Notice referred to in this Section 12.02(b) and has not made the case Net Share Settlement Election, conversion of prepayment the Securities will be settled as though the Company had made the Net Share Settlement Election with a Specified Dollar Amount equal to the Accreted Principal Amount of such Securities as of the Maturity Date of the Securities. At any time prior to the 25th Scheduled Trading Day prior to the Maturity Date, the Company may deliver a Swingline Loan, not later than 12:00 noon, New York City time, on one-time irrevocable notice to the Holders electing to settle all conversions of the Securities from the date of prepayment. Each such notice pursuant to clause (iii) of Section 12.02(a) (the “Net Share Settlement Election”). If the Company has made the Net Share Settlement Election, the notice of such Net Share Settlement Election shall state the Specified Dollar Amount applicable to all conversions of such Securities, which shall be irrevocable equal to the Accreted Principal Amount of such Securities as of the Conversion Date; provided, however that the Specified Dollar Amount applicable to all conversions of such Securities converted on or after the 25th Scheduled Trading Day prior to the Maturity Date shall be the Accreted Principal Amount of such Securities as of the Maturity Date. The Net Share Settlement Election is in the sole discretion of the Company and shall specify does not require the prepayment date consent of any Holder. Upon making the Net Share Settlement Election, the Company promptly will issue a press release and post such information on its website, or otherwise publicly disclose such information, and will provide written notice to the principal amount Holders in the manner contemplated by this Indenture, including through the facilities of each Borrowing the Depository. The Company will settle all conversions by Holders converting on the same Trading Day in the same manner. Except for all conversions that occur on or portion thereof after the 25th Scheduled Trading Day prior to be prepaid; provided thatthe Maturity Date or, if a notice of prepayment is given in connection with a conditional notice of termination of earlier, after the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a BorrowingCompany makes the Net Share Settlement Election, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of Company will have no obligation to repay any Borrowing shall be in an amount that would be permitted Securities tendered for conversion on different Trading Days in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing and each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Lead Borrower. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16manner.

(a). The Lead Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed in writingSection 5.1(a) of any prepayment hereunder the Merger Agreement is hereby amended and restated in its entirety to read as follows: “As promptly as practicable after the date of this Agreement, (i) Orion shall prepare and file with the SEC a proxy statement relating to the Orion Stockholder Meeting to be held in connection with the case of prepayment of a Eurocurrency BorrowingMerger (together with any amendments thereof or supplements thereto, not later than 12:00 p.m. (noonthe “Proxy Statement”), Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (ii) Orion, in cooperation with the case of prepayment of an ABR Borrowing or Company, shall prepare and file with the SEC a Canadian Prime Borrowing, not later than 12:00 p.m. registration statement on Form S-4 (noonthe “Form S-4”), New York City timein which the Proxy Statement shall be included as a part (the Proxy Statement and the Form S-4, one (1) Business Day before collectively, the date “Registration Statement”), in connection with the registration under the Securities Act of prepayment or the shares of Orion Common Stock to be issued by virtue of the Merger which Registration Statement will not include the shares of Orion Common Stock to be issued in exchange for shares of Company Common Stock issued in connection with the consummation of the Company Pre-Closing Financing and (iii) Orion, in cooperation with the case of prepayment of Company, shall prepare and file with the SEC a Swingline Loanresale registration statement on Form S-3 (the “Form S-3”), not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with the registration under the Securities Act of the shares of Orion Common Stock to be issued in exchange for shares of Company Common Stock issued in connection with the consummation of the Company Pre-Closing Financing pursuant to a conditional Company Pre-Closing Financing Agreement (other than the Subscription Agreement that was executed concurrently with the execution of the Merger Agreement). Each of Orion and the Company shall use their commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and shall take all or any action required under any applicable federal, state, securities and other Laws in connection with the issuance of such shares of Orion Common Stock pursuant to the Merger (other than shares of Orion Common Stock to be issued in exchange for shares of Company Common Stock issued in connection with the consummation of the Company Pre-Closing Financing). Each of Orion and the Company shall use their commercially reasonable efforts to cause the Form S-3 to become effective no later than the Closing Date and shall take all or any action required under any applicable federal, state, securities and other Laws in connection with the issuance of the shares of Orion Common Stock to be issued in exchange for shares of Company Common Stock issued in connection with the consummation of the Company Pre-Closing Financing pursuant to a Company Pre-Closing Financing Agreement (other than the Subscription Agreement that was executed concurrently with the execution of the Merger Agreement). Each of Orion, Merger Sub and the Company shall furnish all information concerning itself and their Subsidiaries, as applicable, to the other parties as the other parties may reasonably request in connection with such actions and the preparation of the Registration Statement, the Form S-3 and Proxy Statement. Orion covenants and agrees that the Registration Statement (and the letter to stockholders, notice of termination meeting and form of proxy included therewith) and the Form S-3 will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the Commitments circumstances under which they were made, not misleading. The Company covenants and agrees that the information supplied by the Company or its Subsidiaries to Orion for inclusion in the Registration Statement (including the Company Financial Statements) and the Form S-3 will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Orion makes no covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, and the Form S-3 based on information provided by the Company or its Subsidiaries or any of their Representatives for inclusion therein. Orion shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to its stockholders as contemplated promptly as practicable after the Registration Statement is declared effective by Section 2.09the SEC. If Orion, Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Registration Statement, the Form S-3 or Proxy Statement, as the case may be, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowingparty, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in as the case of an advance of a Borrowing of may be, shall promptly inform the same Type as provided other parties thereof and shall cooperate with such other parties in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Revolving Loans included in the prepaid Revolving Borrowing and each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Lead Borrower. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16Orion Stockholders.”

(a). The Lead Borrower If, notwithstanding the use by the Credit Parties of commercially reasonable efforts to comply with clause (d)(iii) of this Section as it relates to creation or perfection of any security interest granted pursuant to any Credit Document (other than security interests that may be perfected by (x) the filing of a financing statement under the Uniform Commercial Code or the PPSA and (y) the delivery of certificates evidencing the equity securities required to be pledged pursuant to the Credit Documents, other than equity securities of any entities acquired in the Specified Acquisition which shall notify be delivered within forty-five (45) days following the delayedDelayed Draw Funding Date or such later date as the Administrative Agent may agree in writing in its sole discretion) on the Delayed Draw Funding Date, such requirements are not satisfied as of the Delayed Draw Funding Date, then the satisfaction of such requirements shall not be a condition to the availability of the Delayed Draw Term Loan and the Limited Condition Revolving Loans on the Delayed Draw Funding Date (andbut shall be required to be satisfied as promptly as practicable after the Delayed Draw Funding Date and in any event, with respect to the execution and delivery of joinder and security documents with respect to the Target, within forty-five (45) days following the Delayed Draw Funding Date, and with respect to all other filings and deliveries, within ninety (90) days following the Delayed Draw Funding Date or, in each case, such later date as the case of prepayment of a Swingline LoanAdministrative Agent may agree in writing in its sole discretion). Notwithstanding anything herein to the contrary, the Swingline LenderLenders’ obligation to make the Delayed Draw Term Loan and any Limited Condition Revolving Loans on the Delayed Draw Funding Date shall be subject only to the conditions in this Section 6.02 having been satisfied (or waived in accordance with Section 12.12). For clarification purposes and notwithstanding anything to the contrary contained in this Agreement, during the period from the Effective Date to and including the Delayed Draw Funding Deadline, neither the Administrative Agent nor any Lender shall be entitled to (a) by telephone terminate any of its Commitments under this Agreement to provide the Delayed Draw Term Loan or Limited Condition Revolving Loans, (confirmed in writingb) of rescind, terminate or cancel any prepayment hereunder (i) in Credit Document or exercise any right or remedy or make or enforce any claim under the case of prepayment of a Eurocurrency Borrowing, not later than 12:00 p.m. (noon), Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) Credit Documents or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency)otherwise it may have, in each case before to the date extent to do so would prevent, limit or delay the making of prepaymentthe Delayed Draw Term Loan or Limited Condition Revolving Loans on the Delayed Draw Funding Date, (iic) refuse to participate in making the case of prepayment of an ABR Borrowing Delayed Draw Term Loan or a Canadian Prime BorrowingLimited Condition Revolving Loans when required to do so under any Credit Document, not later than 12:00 p.m. (noon), New York City time, one (1) Business Day before the date of prepayment or (iiid) exercise any right of set-off or counterclaim in respect of its portion of the case Delayed Draw Term Loan or Limited Condition Revolving Loans thereunder to the extent to do so would prevent, limit or delay the making of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing Delayed Draw Term Loan or portion thereof to be prepaidLimited Condition Revolving Loans; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of each case, the Commitments as contemplated by conditions in this Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked 6.02 have been satisfied (or waived in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing and each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Lead Borrower. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.1612.12).

(a). The Lead Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed in writingby telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Revolving Borrowing, not later than 12:00 p.m. (noon), Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing or a Canadian Prime Base Rate Borrowing, not later than 12:00 p.m. (noon), New York City time, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, 2:00 p.m. on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.08. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing and Borrowing, each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Lead BorrowerBorrower or, absent such direction, ratably in accordance with the then outstanding amounts thereof and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.10(d). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 2.12 and (ii) break funding payments pursuant to Section 2.16.

(a). The Lead Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed in writing) written notice of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Term Benchmark Borrowing, not later than 12:00 p.m. (noon)11:00 a.m., Local TimeNew York City time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing or a Canadian Prime RFR Borrowing, not later than 12:00 p.m. (noon)11:00 a.m., New York City time, one three (13) Business Day Days before the date of prepayment or (iii) in the case of prepayment of a Swingline Loanan ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a that any notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then Loans may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing and each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Lead Borrower, and each mandatory prepayment of a Borrowing shall be applied in accordance with Section 2.11(f). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) any break funding payments pursuant to required by Section 2.16.

(a). The Lead Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed in writingby telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Revolving Borrowing, not later than 12:00 p.m. (noon), Local Time, 11:00 a.m. three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing or a Canadian Prime Base Rate Borrowing, not later than 12:00 p.m. (noon), New York City time, 11:00 a.m. one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, p.m. on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.08. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing and each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Lead BorrowerBorrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 2.12 and (ii) break funding payments pursuant to Section 2.16.

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

(a). The Lead Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed in writing) written notice of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Term Benchmark Borrowing, not later than 12:00 p.m. (noon)11:00 a.m., Local TimeNew York City time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing or a Canadian Prime RFR Borrowing, not later than 12:00 p.m. (noon)11:00 a.m., New York City time, one five (15) Business Day Days before the date of prepayment or (iii) in the case of prepayment of a Swingline Loanan ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on two (2) Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a that any notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then Loans may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture) or the consummation of any other transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing and each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Lead Borrower, and each mandatory prepayment of a Borrowing shall be applied in accordance with Section 2.11(f). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) any break funding payments pursuant to required by Section 2.16.

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

(a). The Lead Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed in writing) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 12:00 p.m. (noon), Local Time, three (3) Business Days (in In the case of a Eurocurrency Term Borrowing denominated or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Dollars) or four (4) immediately available funds at the Administrative Agent’s Office not later than 2:00 p.m. on the Business Days (Day specified in the case applicable Borrowing Notice. Upon satisfaction of a Eurocurrency the applicable conditions set forth in Section 4.03 (or, if such Borrowing denominated in a Foreign Currency)is to be made (i) on the Initial Closing Date, in each case before the date of prepayment, Section 4.01 or (ii) in the case of prepayment of an ABR Borrowing or a Canadian Prime Borrowing, not later than 12:00 p.m. (noon), New York City time, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided thatDelayed Draw Closing Date, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing4.02), the Administrative Agent shall advise make all funds so received available to the Borrowers in like funds as received by the Administrative Agent by wire transfer of such funds to an account designated by the Borrowers in writing, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrowers; provided, however, that if, on the date the Borrowing Notice with respect to any Revolving Credit Borrowing is given by the Borrowers, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings and, second, shall be made available to the Borrowers as provided above. Except as otherwise provided herein, a Eurodollar Rate Loan may be continued upon the expiration of any applicable Interest Period or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders. During the existence of a Default that is not an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, unless converted to or continued as Eurodollar Rate Loans with Interest Periods of one month. The Administrative Agent shall promptly notify the Borrowers and the Lenders (in writing or by facsimile, email or other electronic communication) of the contents thereofinterest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. Each partial prepayment After giving effect to the Term Borrowing, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in effect. The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. Anything in an amount this Section 2.02 to the contrary notwithstanding, the Borrowers may not select Eurodollar Rate for the initial Credit Extension hereunder (unless the Borrowers have executed and delivered to the Administrative Agent a Eurodollar Rate indemnity letter in form and substance reasonably satisfactory to the Administrative Agent) or for any Borrowing if the obligation of the Appropriate Lenders to make Eurodollar Rate Loans shall then be suspended pursuant to Section 3.02 or 3.03. Notwithstanding anything to the contrary herein, on the Delayed Draw Closing Date and immediately after giving effect to the Delayed Draw Term Borrowing, all Delayed Draw Term Loans advanced on such date shall be automatically (and without further action) proportionately added to (and thereafter be deemed to constitute a part of) each then existing Borrowing of the Term Loans (it being understood that would be permitted in the case of an advance of each Delayed Draw Term Loan so added to a Borrowing of Initial Term Loans shall for all purposes bear interest at the same Type as rate otherwise applicable to the Borrowing of Term Loans to which such amounts were added but only from and after such date, and provided in Section 2.02. Each prepayment that the Interest Period applicable to the portion of a Revolving Borrowing such Delayed Draw Term Loan so added shall be applied ratably deemed to commence on the date of the Borrowing of such Delayed Draw Term Loan and shall end upon the expiration of the Interest Period then applicable to the Revolving Borrowing of Term Loans included in to which such portion of the prepaid Revolving Borrowing and each voluntary prepayment of a Delayed Draw Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Lead Borrower. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16was added.