Common use of Optional Clause in Contracts

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to Section 2.03(d)); provided that (a) such notice must be received by the Administrative Agent not later than 2:00 p.m. (New York Time), (x) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y) one (1) Business Day prior to the date of prepayment of Base Rate Loans; (b) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Borrower may, upon notice (which notice, subject to Section 3.05, may state that such prepayment is conditioned upon the effectiveness of other credit facilities or any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied) to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to Section 2.03(d)other than, in the case of any Incremental Term Loans, any premium contained in the applicable Incremental Amendment); provided that (ai) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (yB) one (1) Business Day prior to the any date of prepayment of Base Rate Loans; (bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share Applicable Percentage in respect of the Term relevant Facility). If Prepayments of Revolving Credit Loans shall be made on a pro rata basis across all Revolving Credit Facilities. Subject to the first sentence in this Section 2.04(a), if such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that a notice of termination of the Revolving Credit Commitments and prepayment of Revolving Credit Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of 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 condition is not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each 3.05 and any prepayment of a Base Rate Loan shall be accompanied by all accrued interest on the amount prepaid if such prepayment is accompanied by a termination of the Revolving Credit Commitments (in the case of a prepayment of Revolving Credit Loans) or if such prepayment is of all outstanding Incremental Term Loans (in the case of a prepayment of Incremental Term Loans). All payments made pursuant to this Section 2.03(a2.04(a) shall be applied (i) on a pro rata basis to each Lender holding Loans of the applicable Facility (or, in the case of Revolving Credit Loans, the Revolving Credit Facilities collectively) being prepaid and (ii) in the case of any Incremental Term Loans, in direct order of maturities maturity of installments thereof required pursuant to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Incremental Amendment. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Borrower Borrowers may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Revolving Loans in whole or in part without premium or penalty (subject to Section 2.03(d))3.05; provided that that, unless otherwise agreed by the Administrative Agent, (aA) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, Euro or Sterling, (2) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in other Alternative Currencies, and (y3) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (bB) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, the currency and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term FacilityApplicable Percentage). If such notice is given by the any Borrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that any notice of prepayment may state that such notice is conditional upon the effectiveness of any facility or instrument refinancing all or a portion of the outstanding Revolving Commitments or upon the consummation of any other debt or equity transaction or event that will generate financing in connection therewith, in which case, such notice may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.132.15, each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Applicable Percentages. (ii) Notwithstanding anything The Company may, upon notice to the contrary contained Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in this Agreementwhole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the Borrower may rescind entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that any notice of prepayment under Section 2.03(a)(imay state that such notice is conditional upon the effectiveness of any facility or instrument refinancing all or a portion of the outstanding Revolving Commitments or upon the consummation of any other debt or equity transaction or event that will generate financing in connection therewith, in which case, such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. Any prepayment would have resulted from a refinancing of principal shall be accompanied by all accrued interest on the Term Facilityamount prepaid, which refinancing shall not be consummated or shall otherwise be delayedtogether with any additional amounts required pursuant to Section 3.05.

Optional. (ia) The Borrower may, upon notice to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) by the Borrower, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and any Class or Incremental First Lien Term Classes of Revolving Loans in whole or in part without premium (except as set forth in Section 2.18) or penalty (subject to Section 2.03(d))penalty; provided that that (ai) such notice must be received by the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) not later than 2:00 p.m. (I) 1:00 p.m., New York Time)time, (x) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (yII) one (1) Business Day prior to noon, New York time, on the date of prepayment of Base Rate Loans; ; (bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 250,000 or a whole multiple of $1,000,000 100,000 in excess thereofthereof or, if less, the entire principal amount thereof then outstanding; and and (ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility)such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, In the case of each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied 2.05(1), the Borrower may in direct its sole discretion select the Borrowing or Borrowings (and the order of maturities maturity of principal payments) to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; be repaid, and each such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (iib) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Priority Revolving Agent) at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Priority Revolving Agent not later than 2:00 p.m., New York time, on the date of the prepayment and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple amount of $10,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind (or delay the date of prepayment identified in) any notice of prepayment under Section 2.03(a)(i2.05(1)(a) or Section 2.05(1)(b) by written notice to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) (with a copy to the Swing Line Lender in the case of a prepayment of Swing Line Loans) not later than noon, New York time, on such prepayment date if such prepayment would have resulted from a refinancing of all or a portion of the Term Facilityapplicable Facility or other transaction or conditional event, which refinancing or other transaction or conditional event shall not be consummated or shall otherwise be delayed. (d) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof 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). Each prepayment in respect of any Term Loans pursuant to this Section 2.05 may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 2.05 without any requirement to prepay Extended Term Loans that were converted or exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 2.05 without any requirement to prepay Term Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the scheduled installments of principal in direct order of maturity on a pro rata basis among Term Loan Classes. (e) Notwithstanding anything in any Loan Document to the contrary, so long as (i) no Event of Default under Section 8.01(1) or Section 8.01(6) with respect to the Borrower has occurred and is continuing and (ii) no proceeds of Revolving Loans are used for this purpose, any Borrower Party may (I) purchase outstanding Term Loans on a non-pro rata basis through open market purchases or (II) prepay the outstanding Term Loans (which Term Loans shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such purchase or prepayment), which in the case of clause (II) above only shall be prepaid without premium or penalty on the following basis: (A) Any Borrower Party shall have the right to make a voluntary prepayment of Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(1)(e) and without premium or penalty. (1) Any Borrower Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five (5) Business Days’ notice (or such shorter period as agreed by the Auction Agent) in the form of a Specified Discount Prepayment Notice; provided that (a) any such offer shall be made available, at the sole discretion of the applicable Borrower Party, to (i) each Term Lender or (ii) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (b) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable Class, the Class or Classes of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(1)(e)(B)), (c) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $1.0 million and whole increments of $500,000 in excess thereof and (d) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York time, on the third Business Day after the date of delivery of such notice to such Lenders (the “Specified Discount Prepayment Response Date”).

Optional. The Borrower shall have the right to make optional prepayments of the outstanding principal of the Loan at any time and in any amount to the Administrative Agent for the account of each Lender, subject to the following: (i) the amount of any prepayment made to satisfy the conditions of the Release Event shall be applied on a pro rata basis to the outstanding Corresponding Term Loans as of the date of such prepayment; and (ii) the North Shore Loan may only be prepaid in full and not in part. The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to Section 2.03(d)); provided that (a) such notice must be received by shall give the Administrative Agent not later than 2:00 p.m. (notice of any such optional prepayment by 12:00 noon New York Time), (x) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y) one (1) time on the Business Day prior to the date of such proposed prepayment of Base Rate Loans(which date shall be a Business Day); (b) provided, that if such date specified in such notice as the prepayment date is not the Interest Payment Date for any prepayment of Eurodollar such LIBO Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(sBorrower shall be obligated to pay any and all breakage fees or costs incurred by the Administrative Agent in connection with any such optional prepayment upon receiving a demand from the Administrative Agent (accompanied by a certificate from the Administrative Agent setting forth in reasonable detail such breakage fees and costs), which shall be conclusive absent manifest error. Unless otherwise provided in this Section 2.5(a), prepayments made pursuant to this Section 2.5(a) shall be applied first to accrued and unpaid interest of such the North Shore Loan, second to the outstanding principal of the North Shore Loan, third to the accrued and unpaid interest of the Term Loans and fourth to the principal of the Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional principal amounts required pursuant to Section 3.05. Subject to Section 2.13, each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments prepaid under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower 2.5 may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayedreborrowed.

Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans or Incremental First Lien Term Loans in whole or in part without premium (except as set forth in Section 2.15) or penalty (subject to Section 2.03(d))penalty; provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 p.m. (12:00 p.m., New York Time)time, (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (yB) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (b2) any partial prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (3) any prepayment of Eurodollar Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Term Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinprepayment. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, In the case of each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied ), the Borrower may in direct its sole discretion select the Borrowing or Borrowings (and the order of maturities maturity of principal payments) to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; be repaid, and each such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments Shares or other applicable share provided for under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Agreement. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayed[Reserved].

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.03(d))penalty; provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 12:30 p.m. (New York Time), (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (yB) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (b2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 (in the case of Revolving Credit Loans) or $2,000,000 (in the case of Term Loans) or, in either case, a whole multiple of $1,000,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; and (c3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; (4) each prepayment of Term Loans pursuant to this Section 2.05(a)(i) shall be applied to each Class of Term Loans pro rata (based on its respective TL Repayment Percentage at such time), and (5) each prepayment of Term Loans pursuant to this Section 2.05(a)(i), if in connection with or constituting a Repricing Event, shall be subject to Section 2.05(d). Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility)such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a2.05(a)(i) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments under Each prepayment of any Class or Classes of Term Loans pursuant to this Section 2.03(a)(i2.05(a)(i) shall be subject applied in order of maturity to Section 2.03(d)the remaining installments of such Class or Classes of Term Loans. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing in full of all of the Term FacilityFacilities, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) i. The Borrower may, upon notice by the Borrower substantially in the form of Exhibit G to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to except as set forth in Section 2.03(d))2.05(a)iii below; provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 p.m. (New York Time), (xA) three (3) U.S. Government Securities Business Days prior to any date of prepayment of Eurodollar Rate Loans and any SOFR Loan, (yB) one (1) Business Day prior to on the date of prepayment of any Base Rate LoansLoans (or such shorter period as the Administrative Agent shall agree); (b2) any prepayment of Eurodollar Rate SOFR Loans shall be (x) in a principal amount of $1,000,000 , or (y) a whole multiple of $1,000,000 in excess thereof; and (c3) any prepayment of Base Rate Loans shall be (x) in a principal amount of $500,000 1,000,000 , or (y) a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and prepayment, the Tranche of Loans to be prepaid, the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate SOFR Loans are to be prepaid, the Interest Period(s) of such Term Loans (except that if the class of Loans to be prepaid includes Base Rate Loans, and/or SOFR Loans, absent direction by the Borrower, the applicable prepayment shall be applied first to Base Rate Loans pro rata to the full extent thereof before application to SOFR Loans, in each case in a manner that minimizes the amount payable by the Borrower in respect of such prepayment pursuant to Section 3.06). The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share ratable share of the Term relevant Facility). If such notice is given by the Borrower, subject to clause (ii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate SOFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.052.05(a)(iii) and Section 3.06. Subject to Section 2.132.17, each prepayment of the an outstanding Term Loans Loan Tranche pursuant to this Section 2.03(a2.05(a) shall be applied to the remaining amortization payments of the applicable Term Loan Tranche (or, if the Borrower has not made such designation, in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(amaturity) or otherwise as otherwise directed by the Borrower; and each such prepayment shall be paid , but in any event on a pro rata basis to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)within such applicable Term Loan Tranche. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Borrower may, upon notice to the Administrative Agent (which notice, in the case of a termination of the full amount of the Aggregate Commitments and prepayment of all Loans in connection therewith, may state that it is conditioned on the Borrower receiving proceeds of other financing, in which case such notice may be revoked by the Borrower (by providing notice to the Administrative Agent) if such financing is not received by the Borrower on or prior to the proposed termination date of the Aggregate Commitments), at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.03(d))penalty; provided that (aA) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y2) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (bB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 300,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term FacilityApplicable Percentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.132.17, each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Applicable Percentages. (ii) Notwithstanding anything The Borrower may, upon notice to the contrary contained Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in this Agreementwhole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $300,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if shall make such prepayment would have resulted from a refinancing of and the Term Facility, which refinancing payment amount specified in such notice shall not be consummated or shall otherwise be delayeddue and payable on the date specified therein.

Optional. (i) The Subject to the last sentence of this Section 2.05(a)(i), each Borrower may, upon notice from the U.S. Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term B Loans or Incremental First Lien Term and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.03(d))penalty; provided that (aA) such notice must be received by the Administrative Agent not later than 2:00 p.m. 10:00 a.m. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurodollar Rate Loans denominated in Alternative Currencies and (y3) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (bB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of at least $3,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount of the respective Borrowing); (C) any prepayment of Eurodollar Rate Loans denominated in Alternative Currencies shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; thereof (or, if less, the entire principal amount thereof then outstanding), and (cD) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share Applicable Percentage in respect of the Term relevant Facility). If such notice is given by the U.S. Borrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each Each prepayment of the outstanding Term B Loans pursuant to this Section 2.03(a2.05(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of thereof in the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the U.S. Borrower; ’s discretion and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) Notwithstanding anything to the contrary contained in this Agreementherein, the U.S. Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayedpermitted to prepay the Term B Facility pursuant to this Section 2.05(a)(i) during the period from the Closing Date through the date ten Business Days thereafter.

Optional. (i) The Borrower may, subject to Section 2.05(a)(iii) below, upon written notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans of any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to Section 2.03(d2.05(a)(iv)); provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (local time in New York Time), City) (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (yB) one (1) Business Day prior to the date of any prepayment of Base Rate Loans; (b2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount minimum Principal Amount of $1,000,000 3,000,000, or a whole multiple of $1,000,000 in excess thereof; and (c3) any prepayment of Base Rate Loans shall be in a principal amount minimum Principal Amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Term Facility)such prepayment. If such notice is given by the Borrower, subject to Section 2.05(a)(iii), the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereonthereon to such date, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, In the case of each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied 2.05(a), the Borrower may in direct its sole discretion select the Borrowing or Borrowings (and the order of maturities maturity of principal payments) to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; be repaid, and each such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments Shares or other applicable shares as provided for under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Agreement. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term and Revolving Credit Loans in whole or in part without premium (except as set forth in Section 2.05(a)(iii)) or penalty (subject to Section 2.03(d))penalty; provided that (aA) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y2) one (1) Business Day prior to the any date of prepayment of Base Rate Loans; (bB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share Applicable Percentage in respect of the Term relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term Loan and any Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each Each prepayment of Term B Loans pursuant to this Section 2.05(a) shall be applied at the outstanding direction of the Borrower or, if not so directed, to the remaining principal repayment installments thereof in direct order of maturity. Each prepayment of any other Class of Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied as set forth in direct order the applicable Additional Credit Extension Amendment. The prepayment of maturities Revolving Credit Loans shall be made on a pro rata basis across all Classes of Revolving Credit Loans (except to the principal repayment installments (or proportional fractions thereof) extent that any applicable Additional Credit Extension Amendment provides that the Class of Revolving Credit Loans established thereunder shall be entitled to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each less than pro rata treatment). Each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) Notwithstanding anything to the contrary contained in this Agreementherein, the Borrower may rescind shall not be permitted to prepay the Term B Facility pursuant to this Section 2.05(a)(i) during the period from the Initial Funding Date through the date ten Business Days thereafter. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of prepayment under Section 2.03(a)(ithe prepayment, and (B) if any such prepayment would have resulted from shall be in a refinancing minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date which is six-months after the Amendment No. 1 Effective Date, the Borrower (x) prepays, refinances, substitutes or replaces any Term B Loans pursuant to a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to Section 2.05(b)(iii) that constitutes a Repricing Transaction), or (y) effects any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Term FacilityB Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans outstanding immediately prior to such amendment. If, on or prior to the date which refinancing is six-months after the Amendment No. 1 Effective Date, any Term B Lender that is a Non-Consenting Lender and is replaced pursuant to Section 11.14 in connection with any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Transaction, such Term B Lender (and not any Person who replaces such Term B Lender pursuant to Section 11.14) shall not receive its pro rata portion (as determined immediately prior to it being so replaced) of the prepayment premium or fee described in the preceding sentence. Such amounts shall be consummated or shall otherwise be delayeddue and payable on the date of effectiveness of such Repricing Transaction.

Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term and Revolving Loans in whole or in part without premium or penalty (subject to Section 2.03(d))3.05; provided that that, unless otherwise agreed to by the Administrative Agent, (aA) such notice must be received by the Administrative Agent not later than 2:00 12:00 p.m. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and or (y2) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (bB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share Applicable Percentage in respect of the Term relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Each notice delivered by the Borrower pursuant to this Section 2.05(a) shall be irrevocable; provided, that such notice may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable thereof in direct order of maturity. Subject to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each Section 2.15, such prepayment prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Applicable Percentages in respect of each of the relevant Facilities. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayed[Reserved].

Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term and Revolving Loans in whole or in part without premium or penalty (subject to Section 2.03(d))3.06; provided that that, unless otherwise agreed by the Administrative Agent, (aA) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y2) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (bB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share Applicable Percentage in respect of the Term relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.053.06. Subject to Section 2.13, each Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable thereof on a pro-rata basis. Subject to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each Section 2.15, such prepayment prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Applicable Percentages in respect of each of the relevant Facilities. (ii) Notwithstanding anything The Borrower may, upon notice to the contrary contained Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in this Agreementwhole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if shall make such prepayment would have resulted from a refinancing of and the Term Facility, which refinancing payment amount specified in such notice shall not be consummated or shall otherwise be delayeddue and payable on the date specified therein.

Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term and Revolving Loans in whole or in part without premium or penalty (subject to Section 2.03(d))3.05; provided that that, unless otherwise agreed by the Administrative Agent, (aA) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (xi) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y2) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (bB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof; thereof and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share Applicable Percentage in respect of the Term relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or thereof as otherwise directed by the Borrower; Borrower in writing so long as such direction is operationally feasible for the Administrative Agent (and each in the absence of any direction, ratably between the Closing Date Term Loan and the Delayed Draw Term Loan and in direct order of maturity to the remaining quarterly principal installments thereof). Subject to Section 2.15, such prepayment prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Applicable Percentages in respect of each of the relevant Facilities. (ii) Notwithstanding anything to At any time the contrary contained Autoborrow Agreement is not in this Agreementeffect, the Borrower may rescind may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of prepayment under Section 2.03(a)(ithe prepayment, and (B) if any such prepayment would have resulted from shall be in a refinancing minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the Term Facilityentire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, which refinancing the Borrower shall not make such prepayment and the payment amount specified in such notice shall be consummated or due and payable on the date specified therein. Any prepayment of principal shall otherwise be delayedaccompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Optional. (ia) The Borrower may, upon notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans or Incremental First Lien Term Loans in whole or in part without premium (except as set forth in Section 2.18) or penalty (subject to Section 2.03(d))penalty; provided that that (ai) such notice must be received by the Administrative Agent not later than 2:00 p.m. (A) 1:00 p.m., New York Time)time, (x) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Term Benchmark Loans (or such later date as the Administrative Agent may agree to in its sole discretion) and (yB) one (1) Business Day prior to 12:00 p.m., New York time, on the date of prepayment of Base Rate Loans; ; (bii) any prepayment of Eurodollar Rate Term Benchmark Loans shall be in a principal amount of $1,000,000 1.0 million (or the Dollar Equivalent thereof) or a whole multiple of $1,000,000 200,000 (or the Dollar Equivalent thereof) in excess thereofthereof or, if less, the entire principal amount thereof then outstanding; and and (ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility)such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any To the extent required under Section 2.18, any prepayment of a Eurodollar Rate Term Loan shall be accompanied by all accrued interest thereon, together with the payment of the Payment Premium (if applicable on such date), and in the case of Term Benchmark Loans any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, In the case of each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied 2.05(1), the Borrower may in direct its sole discretion select the Borrowing or Borrowings (and the order of maturities maturity of principal payments) to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; be repaid, and each such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (iib) [Reserved]. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind (or delay the date of prepayment identified in) any notice of prepayment under Section 2.03(a)(i2.05(1)(a) by written notice to the Administrative Agent not later than 12:00 p.m., New York time, on such prepayment date if such prepayment would have resulted from a refinancing of all or a portion of the Term Facilityapplicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed. (d) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof 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). For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 2.05 without any requirement to prepay Extended Term Loans that were converted or exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 2.05 without any requirement to prepay Term Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans. Each prepayment in respect of any Term Loans pursuant to this Section 2.05 may be applied to any Class of Term Loans as directed by the Borrower. In the event that the Borrower does not specify the order in which to apply prepayments to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the scheduled installments of principal in direct order of maturity on a pro rata basis among Term Loan Classes. (e) [Reserved].

Optional. (i) The Subject to the Closing Date Intercreditor Agreement, the Borrower may, upon notice by the Borrower substantially in the form of Exhibit J to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to except as set forth in Section 2.03(d))2.05(a)(iii) below; provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 p.m. (New York Time), (xCity time) three (3) four Business Days prior to any date of prepayment of Eurodollar Rate Loans and Term Loan (y) one (1) Business Day prior to or such shorter period as the date of prepayment of Base Rate LoansAdministrative Agent shall agree); (b2) any prepayment of Eurodollar Rate Term Loans shall be (x) in a principal amount of $1,000,000 1,000,000, or a whole multiple of $1,000,000 in excess thereof; and (cy) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) and Class(es) Tranche of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share ratable share of the Term relevant Facility). If such notice is given by the Borrower, subject to clause (ii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any Subject to Section 2.17, each prepayment of a Eurodollar Rate outstanding Term Loan Tranches pursuant to this Section 2.05(a) shall be accompanied by all accrued interest thereonapplied at any time which an Event of Default has occurred and is continuing, together with any additional amounts required pursuant to Section 3.05the Term Loan Tranche or Term Loan Tranches designated on such notice on a pro rata basis within such Term Loan Tranche. Subject to Section 2.132.17, each prepayment of the an outstanding Term Loans Loan Tranche pursuant to this Section 2.03(a2.05(a) shall be applied to the remaining amortization payments (if any) of such Term Loan Tranche as directed by the Borrower (or, if the Borrower has not made such designation, in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid maturity), but in any event on a pro rata basis to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)within such Term Loan Tranche. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.05(a)(i) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (iii) If the Borrower makes a voluntary prepayment would have resulted from a refinancing of any Initial Term Loans pursuant to Section 2.05(a) or 2.05(b)(iii), the Borrower shall pay to the Administrative Agent, for the ratable account of the applicable Term FacilityLenders, which refinancing shall not be consummated or shall otherwise be delayed.the applicable Make-Whole Amount

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.03(d))penalty; provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 12:30 p.m. (New York, New York Time), time) (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (yB) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (b2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (c3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility)such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing in total of the Term a Facility, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied as directed by the Borrower.

Optional. (ia) The Borrower may, upon notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and any Class or Incremental First Lien Term Classes of Revolving Loans in whole or in part without premium (except as set forth in Section 2.18) or penalty (subject to Section 2.03(d))penalty; provided that that: (ai) such notice must be received by the Administrative Agent not later than 2:00 p.m. (New York Time)A) 1:00 p.m., (x) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (yB) one (1) Business Day prior to 12:00 p.m., on the date of prepayment of Base Rate Loans; ; (bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 250,000 or a whole multiple of $1,000,000 100,000 in excess thereofthereof or, if less, the entire principal amount thereof then outstanding; and and (ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility)such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, In the case of each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied 2.05(1), the Borrower may in direct its sole discretion select the Borrowing or Borrowings (and the order of maturities maturity of principal payments) to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; be repaid, and each such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (iib) [Reserved]. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind (or delay the date of prepayment identified in) any notice of prepayment under Section 2.03(a)(i2.05(1)(a) by written notice to the Administrative Agent not later than 12:00 p.m., on such prepayment date if such prepayment would have resulted from a refinancing of all or a portion of the Term Facilityapplicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed. (d) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof 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). Each prepayment in respect of any Term Loans pursuant to this Section 2.05 may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 2.05 without any requirement to prepay Extended Term Loans that were converted or exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 2.05 without any requirement to prepay Term Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the scheduled installments of principal in direct order of maturity on a pro rata basis among Term Loan Classes. (e) Notwithstanding anything in any Loan Document to the contrary, so long as (x) no Event of Default has occurred and is continuing and (y) no proceeds of Revolving Loans are used for this purpose, any Borrower Party may (i) purchase outstanding Term Loans on a non-pro rata basis through open market purchases or (ii) prepay the outstanding Term Loans (which Term Loans shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such purchase or prepayment), which in the case of clause (ii) only shall be prepaid without premium or penalty on the following basis: (A) Any Borrower Party shall have the right to make a voluntary prepayment of Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(1)(e) and without premium or penalty. (1) Any Borrower Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five (5) Business Days’ notice (or such shorter period as agreed by the Auction Agent) in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the applicable Borrower Party, to (x) each Term Lender or (y) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable Class, the Class or Classes of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(1)(e)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., on the third Business Day after the date of delivery of such notice to such Lenders (the “Specified Discount Prepayment Response Date”).

Optional. (i) The Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term and Revolving Credit Loans in whole or in part without premium (except as set forth in Section 2.05(a)(iii)) or penalty (subject to Section 2.03(d))penalty; provided that (aA) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y2) one (1) Business Day prior to the any date of prepayment of Base Rate Loans; (bB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share Applicable Percentage in respect of the Term relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term Loan and any Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each Each prepayment of Term B Loans pursuant to this Section 2.05(a) shall be applied at the outstanding direction of the Borrower or, if not so directed, to the remaining principal repayment installments thereof in direct order of maturity. Each prepayment of any other Class of Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied as set forth in direct order the applicable Additional Credit Extension Amendment. The prepayment of maturities Revolving Credit Loans shall be made on a pro rata basis across all Classes of Revolving Credit Loans (except to the principal repayment installments (or proportional fractions thereof) extent that any applicable Additional Credit Extension Amendment provides that the Class of Revolving Credit Loans established thereunder shall be entitled to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each less than pro rata treatment). Each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Applicable Percentages in respect of each of the relevant Facilities. (ii) Notwithstanding anything The Borrower may, upon notice to the contrary contained Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in this Agreementwhole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if shall make such prepayment would have resulted from and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date which is six-months after the Closing Date, the Borrower (x) prepays, refinances, substitutes or replaces any Term B Loans pursuant to a refinancing Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to Section 2.05(b)(iii) that constitutes a Repricing Transaction), or (y) effects any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Term FacilityB Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans outstanding immediately prior to such amendment. If, on or prior to the date which refinancing is six-months after the Closing Date, any Term B Lender that is a Non-Consenting Lender and is replaced pursuant to Section 11.14 in connection with any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Transaction, such Term B Lender (and not any Person who replaces such Term B Lender pursuant to Section 11.14) shall not receive its pro rata portion (as determined immediately prior to it being so replaced) of the prepayment premium or fee described in the preceding sentence. Such amounts shall be consummated or shall otherwise be delayeddue and payable on the date of effectiveness of such Repricing Transaction.

Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans or Incremental First Lien Term Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.03(d))penalty; provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), City time) (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (yB) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (b2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $1,000,000, or a whole multiple of $100,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Term Facility)such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, In the case of each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied 2.05(a), the Borrower may in direct its sole discretion select the Borrowing or Borrowings (and the order of maturities maturity of principal payments) to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; be repaid, and each such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments Shares or other applicable share provided for under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Agreement. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of the Term applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The A Borrower may, upon notice by the Parent Borrower substantially in the form of Exhibit L-1 to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to except as set forth in Section 2.03(d))2.05(a)(iii) below; provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 p.m. (New York Time), City time) (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans Loan and (yB) one (1) Business Day prior to on the date of prepayment of Base Rate LoansLoans (or such shorter period as the Administrative Agent shall agree); (b2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be (x) in a principal amount of $1,000,000 2,000,000 (or the Alternative Currency Equivalent of such amount), or (y) a whole multiple of $1,000,000 (or the Alternative Currency Equivalent of such amount) in excess thereof; and (c3) any prepayment of Base Rate Loans shall be (x) in a principal amount of $500,000 (or the Alternative Currency Equivalent of such amount), or (y) a whole multiple of $500,000 (or the Alternative Currency Equivalent of such amount) in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, amount and amount currency of such prepayment and prepayment, the Tranche of Loans to be prepaid, the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans (except that if the class of Loans to be prepaid includes both Base Rate Loans and Eurocurrency Rate Loans, absent direction by the Parent Borrower, the applicable prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurocurrency Rate Loans, in each case in a manner that minimizes the amount payable by the applicable Borrower in respect of such prepayment pursuant to Section 3.06). The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share ratable share of the Term relevant Facility). If such notice is given by the Parent Borrower, subject to clause (ii) below, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.052.05(a)(iii) and Section 3.06. Each prepayment of the principal of, and interest on, any Revolving Credit Loans denominated in an Alternative Currency shall be made in the relevant Alternative Currency. Subject to Section 2.132.17, each prepayment of the outstanding Term Loans Loan Tranches pursuant to this Section 2.03(a2.05(a) shall be applied to the Term Loan Tranche or Term Loan Tranches designated on such notice on a pro rata basis within such Term Loan Tranche. Subject to Section 2.17, each prepayment of an outstanding Term Loan Tranche pursuant to this Section 2.05(a) shall be applied to the remaining amortization payments of such Term Loan Tranche as directed by the Parent Borrower (or, if the Parent Borrower has not made such designation, in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid maturity), but, in any event, on a pro rata basis to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)within such Term Loan Tranche. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.05(a)(i) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Parent Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or specify that such notice is not automatically extended until the occurrence of such event specified therein. (iii) If the Borrowers, in connection with, or resulting in, any Repricing Event (A) make a voluntary prepayment would have resulted from of any Initial Term Loans pursuant to Section 2.05(a), (B) make a refinancing repayment of any Initial Term Loans pursuant to Section 2.05(b)(iii) or (C) effects any amendment with respect to the Initial Term Loans for purposes of effectuating a Repricing Event, in each case, on or prior to the date that is six (6) months after the Closing Date, the Borrowers shall pay to the Administrative Agent, for the ratable account of the applicable Term FacilityLenders (x) with respect to clauses (A) and (B), which refinancing shall a prepayment premium in an amount equal to 1.00% of the principal amount of Term Loans prepaid or repaid and (y) with respect to clause (C), a prepayment premium in an amount equal to 1.00% of the principal amount of the affected Term Loans held by the Term Lenders not be consummated or shall otherwise be delayedconsenting to such amendment.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to Section 2.03(d))penalty; provided that (ai) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), A) two (x) three (32) Business Days prior to any date of prepayment of Eurodollar BSBY Rate Loans and (yB) one (1) Business Day prior to on the date of prepayment of Base Rate Loans or BSBY Daily Floating Rate Loans; (bii) any prepayment of Eurodollar BSBY Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 250,000 in excess thereof; and (ciii) any prepayment of Base Rate Loans or BSBY Daily Floating Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loansprepayment. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share Applicable Percentage). Each such notice shall specify the date and amount of such prepayment and the Term Facility)Type(s) of Loans to be prepaid and, if BSBY Rate Loans are to be prepaid, the Interest Period(s) of such Loans. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.132.15, each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Applicable Percentages. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Borrower Borrowers may, upon notice by the Parent Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.03(d))penalty; provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 p.m. 12:00 noon (New York, New York Time), time) (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans Loans, and (yB) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (b2) any partial prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (c3) any prepayment of Base Rate Loans (other than Swing Line Loans and Protective Advances) shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time, voluntarily prepay Protective Advances in whole or in part without premium or penalty; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Parent Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of the Term Revolving Credit Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term and Revolving Loans in whole or in part without premium or penalty (subject to Section 2.03(d))3.05; provided that that, unless otherwise agreed by the Administrative Agent, (aA) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y2) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (bB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share Applicable Percentage in respect of the Term relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each Each prepayment of the outstanding Acquisition Term Loans or Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable thereof in inverse order of maturity. Subject to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each Section 2.15, such prepayment prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Applicable Percentages in respect of each of the relevant Facilities. (ii) Notwithstanding anything The Borrower may, upon notice to the contrary contained Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in this Agreementwhole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if shall make such prepayment would have resulted from a refinancing and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the Term Facilityamount prepaid, which refinancing shall not be consummated or shall otherwise be delayedtogether with any additional amounts required pursuant to Section 3.05.

Optional. (i) The Subject to the last sentence of this Section 2.05(a)(i) and clause (iii) of this Section, the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term and Revolving Credit Loans in whole or in part without premium (other than as set forth below) or penalty (subject to Section 2.03(d))penalty; provided that (aA) such notice must be received by the Administrative Agent not later than 2:00 p.m. 12:00 noon. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y2) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (bB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 300,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share Applicable Percentage in respect of the Term relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied in direct order of maturities (x) to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or thereof as otherwise directed by the Borrower and (y) if no direction is so provided by the Borrower; , ratably to the Term A Facility and the Term B Facility in direct order of maturity, and subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) Notwithstanding anything to the contrary contained in this Agreementherein, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayedpermitted to prepay the Term Loans pursuant to this Section 2.05(a)(i) during the period from the Closing Date through the date ten Business Days thereafter.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.03(d))penalty; provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 1:00 p.m. (New York Time), City time) (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (yB) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (b2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility)such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Term FacilityFacilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to repayments thereof required pursuant to Section 2.07(a) in the manner as directed by the Borrower.

Optional. (i) The Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Revolving Credit Loans in whole or in part part, except as provided in Section 2.05(a)(iii), without premium or penalty (subject to Section 2.03(d))penalty; provided that (aA) such notice must shall be substantially in the form of Exhibit K or such other form as may be reasonably acceptable to the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Company and be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (y3) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (bB) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (cD) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Facility with respect to which Loans are being prepaid, the principal repayment installments to which such prepayment is to be applied and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share Applicable Percentage in respect of the Term relevant Facility). If such notice is given by the BorrowerCompany, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied in direct order of maturities to the principal repayment installments thereof as the Company may direct (or proportional fractions thereof) applicable and, in the absence of any such direction, ratably to each of the Term Loans pursuant A US Facility, the Term A CAD Facility, the Term A AUD Facility, and the Term B Facility and on a pro rata basis across the remaining quarterly principal installments thereof). Subject to Sections 2.05(a) or as otherwise directed by the Borrower; and Section 2.18, each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. All prepayments Notwithstanding the foregoing, if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a new debt or equity financing that would result in the repayment of all Obligations in connection therewith, the termination of the Loans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked or delayed if such New Financing is not consummated on the date specified in such notice; provided that Section 2.03(a)(i) 3.05 shall be subject apply to Section 2.03(d)any such revocation or delay. (ii) Notwithstanding anything The Company may, upon notice to the contrary contained Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in this Agreementwhole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if Company shall make such prepayment would have resulted from and the payment amount specified in such notice shall be due and payable on the date specified therein (iii) In the event that, on or prior to the date that is six months after the Amendment No. 5 Effective Date, a refinancing Repricing Transaction occurs, the Company shall pay to the Administrative Agent (A) in the case of a Repricing Transaction described in clause (a) of the definition thereof, for the ratable account of each of the Term B Lenders a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid, refinanced, substituted or replaced and (B) in the case of a Repricing Transaction described in clause (b) of the definition thereof, for the ratable account of each of the Term B Lenders (including any Non-Consenting Lenders under the Term B Facility) to the amendment, which refinancing a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans outstanding immediately prior to such amendment. Such amounts shall not be consummated or shall otherwise be delayeddue and payable on the date of effectiveness of such Repricing Transaction.

Optional. (i) The A Borrower may, upon notice by the Parent Borrower substantially in the form of Exhibit L-1 to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to except as set forth in Section 2.03(d))2.05(a)(iii) below; provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 p.m. (New York Time), City time) (xA) three (3) Business Days prior to any date of prepayment of Eurodollar EurocurrencyTerm SOFR Rate Loans Loan and (yB) one (1) Business Day prior to on the date of prepayment of Base Rate LoansLoans (or such shorter period as the Administrative Agent shall agree); (b2) any prepayment of Eurodollar EurocurrencyTerm SOFR Rate Loans shall be (x) in a principal amount of $1,000,000 2,000,000 (or the Alternative Currency Equivalent of such amount), or (y) a whole multiple of $1,000,000 (or the Alternative Currency Equivalent of such amount) in excess thereof; and (c3) any prepayment of Base Rate Loans shall be (x) in a principal amount of $500,000 (or the Alternative Currency Equivalent of such amount), or (y) a whole multiple of $500,000 (or the Alternative Currency Equivalent of such amount) in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, amount and amount currency of such prepayment and prepayment, the Tranche of Loans to be prepaid, the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar EurocurrencyTerm SOFR Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans (except that if the class of Loans to be prepaid includes both Base Rate Loans and EurocurrencyTerm SOFR Rate Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility). If such notice is given absent direction by the Parent Borrower, the Borrower shall make such applicable prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities first to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d).Base Rate (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.05(a)(i) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Parent Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or specify that such notice is not automatically extended until the occurrence of such event specified therein. (iii) If the Borrowers, in connection with, or resulting in, any Repricing Event (A) make a voluntary prepayment would have resulted from of any InitialTranche B Term Loans pursuant to Section 2.05(a), (B) make a refinancing repayment of any InitialTranche B Term Loans pursuant to Section 2.05(b)(iii) or (C) effects any amendment with respect to the InitialTranche B Term Loans for purposes of effectuating a Repricing Event, in each case, on or prior to the date that is six (6) months after the ClosingSecond Amendment Effective Date, the Borrowers shall pay to the Administrative Agent, for the ratable account of the applicable Term FacilityLenders (x) with respect to clauses (A) and (B), which refinancing shall a prepayment premium in an amount equal to 1.00% of the principal amount of Term Loans prepaid or repaid and (y) with respect to clause (C), a prepayment premium in an amount equal to 1.00% of the principal amount of the affected Term Loans held by the Term Lenders not be consummated or shall otherwise be delayedconsenting to such amendment.

Optional. (i) The Borrower Borrowers may, upon notice by the Borrower Representative (on behalf of the Borrowers) substantially in the form of Exhibit M-1 to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to except as set forth in Section 2.03(d))2.05(a)(iv) below; provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 12:00 p.m. (New York Time)City time in the case of Loans denominated in Dollars, or Local Time in the case of Loans denominated in an Alternative Currency) (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans Loan and (yB) one (1) Business Day prior to the any date of prepayment of Base Rate LoansLoans (in each case, or such shorter period as the Administrative Agent shall agree); (b2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal Dollar Amount of $5,000,000 or a whole multiple of the Dollar Amount of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount the Dollar Amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding (it being understood that Base Rate Loans shall be denominated in Dollars only). Each such notice shall specify the date and amount of such prepayment and prepayment, the Tranche of Loans to be prepaid, the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans (except that if the class of Loans to be prepaid includes both Base Rate Loans and Eurocurrency Rate Loans, absent direction by the Borrower Representative (on behalf of the Borrowers), the applicable prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurocurrency Rate Loans, in each case in a manner that minimizes the amount payable by the Borrowers in respect of such prepayment pursuant to Section 3.06). The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share ratable share of the Term relevant Facility or, in the case of the Revolving Credit Facility, Tranche of Loans). If such notice is given by the BorrowerBorrower Representative (on behalf of the Borrowers), subject to clause (iii) below, the Borrower 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 Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.052.05(a)(iv) and Section 3.06. Each prepayment of the principal of, and interest on, any Revolving Credit Loans denominated in an Alternative Currency shall be made in the relevant Alternative Currency (even if the Borrowers are required to convert currency to do so). Subject to Section 2.132.17, each prepayment of the outstanding Term Loans Loan Tranches pursuant to this Section 2.03(a2.05(a) shall be applied to such Term Loan Tranche on a pro rata basis (or, if agreed to in writing by the Majority Lenders of a Term Loan Tranche, in a manner that provides for more favorable prepayment treatment of other Term Loan Tranches, so long as each other such Term Loan Tranche receives its Pro Rata Share of any amount to be applied more favorably, except to the extent otherwise agreed by the Majority Lenders of each Term Loan Tranche receiving less than such Pro Rata Share) (other than a prepayment of Term Loans with the proceeds of (x) Indebtedness incurred pursuant to Section 2.18 or (y) any Refinancing Notes issued to the extent permitted under Section 7.01(b), which, in each case, shall be applied to the Term Loan Tranche being refinanced pursuant thereto). All voluntary prepayments of a Term Loan Tranche in accordance with this Section 2.05(a) shall be applied to the remaining amortization payments of the respective Term Loan Tranche as directed by the Borrowers (or, if the Borrowers have not made such designation, in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrowermaturity); and each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)on a pro rata basis, except as set forth above. (ii) The Borrowers may, upon notice by the Borrower Representative (on behalf of the Borrowers) to the Swing Line Lender substantially in the form of Exhibit M-2 (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 p.m. (New York City time) on the date of the prepayment and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date, the applicable Tranche and amount of such prepayment. If such notice is given the Borrower Representative (on behalf of the Borrowers), subject to clause (iii) below, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.05(a)(i) or (a)(ii) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the applicable Borrowers (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (iv) If any applicable Borrower, in connection with, or resulting in, any Repricing Event (A) makes a voluntary prepayment would have resulted from of any Initial Term Loans pursuant to Section 2.05(a), (B) makes a refinancing repayment of any Initial Term Loans pursuant to Section 2.05(b)(iii) or (C) effects any amendment with respect to the Initial Term loansLoans, in each case, on or prior to the date that is one yearsix months after the ClosingFirst Amendment Effective Date, the applicable Borrower(s) shall pay to the Administrative Agent, for the ratable account of the applicable Term FacilityLenders (x) with respect to clauses (A) and (B), which refinancing shall not be consummated a prepayment premium in an amount equal to 1.00% of the principal amount of Term Loans prepaid or shall otherwise be delayedrepaid and (y) with respect to clause (C), a prepayment premium in an amount equal to 1.00% of the principal amount of the affected Term Loans held by the Term Lenders consenting to such amendment.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.03(d))penalty; provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 12:30 p.m. (New York, New York Time), time) (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (yB) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (b2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (c3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment, the Class(es) and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaidin the case of a prepayment of Term Loans, the Interest Period(s) manner in which such prepayment shall be applied to repayments thereof required pursuant to Section 2.07(a); provided that in the event such notice fails to specify the manner in which the respective prepayment of Term Loans shall be applied to repayments thereof required pursuant to Section 2.07(a), such prepayment of Term LoansLoans shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07(a). The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of such prepayment. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to the Term Facilitylast sentence of this Section 2.05(a)(i), each prepayment of the Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares; provided that at the Borrower’s election in connection with any prepayment of Revolving Credit Loans pursuant to this Section 2.05(a), so long as no Default then exists, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time time, voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans and Revolving Loans, in whole or in part part, without premium or penalty (penalty, subject to Section 2.03(d))3.05; provided that provided, that, unless otherwise agreed by the Administrative Agent, (aA) such notice must be received by the Administrative Agent not later than 2:00 p.m. 10:00 a.m. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (y2) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (bB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $500,000 50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share Applicable Percentage in respect of the Term relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, unless such notice is revoked prior to such specified date therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower (and, in the case of no direction, applied in direct order of maturities maturity). Subject to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each Section 2.15, such prepayment prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Applicable Percentages in respect of each of the relevant Facilities. (ii) Notwithstanding anything The Borrower may, upon notice to the contrary contained Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans, in this Agreementwhole or in part, without premium or penalty; provided, that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 12:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if shall make such prepayment would have resulted from a refinancing and the payment amount specified in such notice shall be due and payable on the date specified therein, unless such notice is revoked prior to such specified date therein. Any prepayment of principal shall be accompanied by all accrued interest on the Term Facilityamount prepaid, which refinancing shall not be consummated or shall otherwise be delayedtogether with any additional amounts required pursuant to Section 3.05.

Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent in the form of a Prepayment Notice, at any time or from time to time time, voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to Section 2.03(d))penalty; provided that that: (aA) such notice Prepayment Notice must be received by the Administrative Agent (1) not later than 2:00 1:00 p.m. (New York Time), (x) three (3) Business Days prior to any date of prepayment of Eurodollar Benchmark Rate Loans and (y2) one (1) not later than 1:00 p.m. two Business Day prior to the any date of prepayment of Base Rate Loans; ; (bB) any prepayment of Eurodollar Benchmark Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereofthereof or, if less, the entire principal amount thereof then outstanding; and and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice Prepayment Notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice each Prepayment Notice shall be due and payable on the date specified therein. Any prepayment The Administrative Agent will promptly notify each Appropriate Lender of its receipt of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each prepayment Prepayment Notice and of the outstanding Term amount of such Lxxxxx’s Pro Rata Share of such prepayment; provided, “non-consenting” Lenders may be repaid on a non-pro rata basis in connection with an Extension Offer or a Refinancing Amendment and Disqualified Lenders may be repaid on non-pro rata basis. Revolving Loans and Incremental Revolving Loans prepaid pursuant to this Section 2.03(asubsection (a) shall may be applied in direct order of maturities reborrowed, subject to the principal repayment installments (or proportional fractions thereof) applicable to each terms and conditions of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Agreement. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind rescind, in whole or in part, any notice of prepayment under Section 2.03(a)(i) 2.07(a)(i), if such prepayment would have resulted from a refinancing of all or a portion of the Term Facility, applicable Facility which refinancing shall not be consummated or shall otherwise be delayed.

Optional.  (i) The Borrower may, upon notice to the Joint Administrative AgentAgent pursuant to delivery to the Joint Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Revolving Loans in whole or in part without premium or penalty (subject to Section 2.03(d))3.05; provided that that, unless otherwise agreed by the Joint Administrative Agent, (aA) such notice must be received by the Joint Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y2) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (bB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Joint Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share Applicable Percentage in respect of the Term Revolving Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date 50 specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.  (ii) At any time the Autoborrow Agreement is not in effect, the Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Joint Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Joint Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (ia) The Borrower may, upon notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and any Class or Incremental First Lien Term Classes of Revolving Loans in whole or in part without premium (except as set forth in Section 2.18) or penalty (subject to Section 2.03(d))penalty; provided that that (ai) such notice must be received by the Administrative Agent not later than 2:00 p.m. (12:00 p.m., New York Time)time, (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and CDOR Loans and (yB) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; ; (bii) any partial prepayment of Eurodollar Rate Loans and CDOR Loans shall be in a principal amount of $1,000,000 2.0 million or a whole multiple of $1,000,000 500,000 in excess thereofthereof or, if less, the entire principal amount thereof then outstanding; and and (ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1.0 million or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid (and, if Eurodollar Rate Loans are to for the avoidance of doubt, may indicate the prepayments by more than one Borrower on such date in such amounts so specified, which, individually, may be prepaidbelow any minimum or multiple, but which, in the Interest Period(s) of aggregate amount on any given date, shall satisfy such Term Loansminimum and multiple requirements). The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Term Facility)such prepayment. If such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or CDOR Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, In the case of each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied 2.05(1), the Borrower may in direct its sole discretion select the Borrowing or Borrowings (and the order of maturities maturity of principal payments) to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; be repaid, and each such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments Shares or other applicable share provided for under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Agreement. (iib) [Reserved]. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.05(1)(a) if such prepayment would have resulted from a refinancing of all or a portion of the Term applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed. (d) Each prepayment in respect of any Term Loans pursuant to this Section 2.05(1) may be applied to any Class of Term Loans as directed by the Borrower. Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied 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, including any remaining scheduled installments of principal). For the avoidance of doubt, the Borrower may (i) prepay Term Loans of any Term Loan Class pursuant to this Section 2.05 without any requirement to prepay Extended Term Loans that were converted or exchanged from such Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 2.05 without any requirement to prepay any Term Loans that were converted or exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the scheduled installments of principal in direct order of maturity on a pro rata basis among Term Loan Classes. (e) Notwithstanding anything in any Loan Document to the contrary, so long as (x) no Event of Default has occurred and is continuing and (y) no proceeds of Revolving Loans are used for this purpose, any Borrower Party may (i) purchase outstanding Term Loans on a non-pro rata basis through open market purchases or (ii) prepay the outstanding Term Loans (which Term Loans shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such purchase or prepayment), which in the case of clause (ii) only shall be prepaid without premium or penalty on the following basis: (A) Any Borrower Party shall have the right to make a voluntary prepayment of Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(1)(e) and without premium or penalty. (1) Subject to the proviso to subsection (A) above, any Borrower Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five (5) Business Days’ notice (or such shorter period as agreed by the Auction Agent) in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the applicable Borrower Party, to (x) each Term Lender or (y) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable Class, the Class or Classes of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(1)(e)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5.0 million and whole increments of $1.0 million in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York time, on the third Business Day after the date of delivery of such notice to such Lenders (the “Specified Discount Prepayment Response Date”).

Optional. (i%4) The Each of the Borrower and the German Borrower (as applicable) may, upon notice delivery of a Prepayment Notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans Loans, in each case, in whole or in part without premium or penalty (but subject to Section 2.03(d2.09(d)); provided that (aA) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and or (y2) one (1) Business Day prior to the any date of prepayment of Base Rate Loans (other than Swingline Loans); (bB) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, if less, the entire principal amount thereof then outstanding and (C) any prepayment of Base Rate Loans (other than Swingline Loans) shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice Prepayment Notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility)such prepayment. If such notice is given by the Borrower (or the German Borrower, if applicable), unless rescinded as set NY\6127033.17 forth in clause (iii) hereof, the Borrower (or the German Borrower, if applicable) shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.053.04. Subject to Section 2.13, each Each prepayment of the outstanding Term any Loans pursuant to this Section 2.03(a2.05(a) shall be applied to such Loans and in such order of maturity of principal installments as the Borrower (or the German Borrower, if applicable) may direct in its sole discretion; provided that, in the event the Borrower (or the German Borrower, if applicable) fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied, first, to repay outstanding Swingline Loans on a pro rata basis until paid in full, second, to repay outstanding Revolving Loans (including, for the avoidance of doubt, the U.S. Revolving Loans and the Multicurrency Revolving Loans) on a pro rata basis across Classes and pro rata among Lenders within each Class until paid in full, and third, to prepay the Term Loans (including, for the avoidance of doubt, the U.S. Term Loans, the Euro Term Loans and the Delayed Draw Term Loans) on a pro rata basis across Classes and pro rata among Lenders within each Class in accordance with the respective outstanding principal amounts thereof (which prepayments shall be applied to the scheduled installments of principal in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed maturity). Each prepayment made by the Borrower; and each such prepayment Borrower or the German Borrower shall be paid to the Administrative Agent for the account of (and to be promptly disbursed to) the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily may prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium (but, if in part, then: (A) if such Borrowing is of Base Rate Loan, in an amount not less than $500,000 (or penalty (subject to Section 2.03(d)); provided that (a) such notice must be received by the Administrative Agent not later than 2:00 p.m. (New York Timelesser amount then outstanding), (xB) if such Borrowing is of Eurodollar Loans, in an amount not less than $1,000,000 (or such lesser amount then outstanding) and (C) in each case, in an amount such that the minimum amount required for a Borrowing pursuant to Section 1.5 and 1.15 hereof, as applicable, remains outstanding) any Borrowing of Eurodollar Loans at any time upon at least three (3) Business Days prior notice, such notice shall be irrevocable (subject to the last sentence of this paragraph) and shall be given no later than 1:00 p.m. (New York time) on such day by the Borrower to the Administrative Agent, and any date Borrowing of prepayment of Eurodollar Base Rate Loans and (y) at any time upon at least one (1) Business Day Days prior to the date of prepayment of Base Rate Loans; (b) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof ornotice, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify be irrevocable (subject to the date last sentence of this paragraph) and amount of shall be given no later than 1:00 p.m. (New York time) on such day by the Borrower to the Administrative Agent, such prepayment and to be made by the Type(s) and Class(es) payment of Term Loans the principal amount to be prepaid and, if in the case of (x) the Term Loans or Eurodollar Rate Loans are or Swing Loans, accrued interest thereon to be prepaid, the Interest Period(sdate fixed for prepayment plus any amounts due the Lenders under Section 1.12 hereof and (y) of such the Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and any premium payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.051.9(a)(ii) (if any). Subject to Section 2.13, each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under this Section 2.03(a)(i1.9(a) if such prepayment would have resulted from a refinancing of the Term Facilitytransactions, which refinancing transactions shall not be consummated or shall otherwise be delayed. (ii) Upon the occurrence of any Repricing Event at any time on or prior to the six-month anniversary of the Closing Date (including any voluntary prepayment of Term Loans pursuant to Section 1.9(a)(i) in connection with a Repricing Event, any prepayment or assignment of Term Loans pursuant to Section 1.14 in connection with a Repricing Event or any amendment constituting a Repricing Event), the Borrower shall pay a premium to the applicable Lenders equal to 1.00% of the principal amount so prepaid or assigned (provided, that for the avoidance of doubt, in any case, the premium set forth in this clause (ii) shall not apply to (A) any prepayment made in connection with any Change of Control or Transformative Acquisition or in connection with (including during the ninety-day period following) any Qualified IPO or (B) any payment required under Section 1.9(b) (other than pursuant to clause (ii) thereof) prior to the date such payment is due).

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to Section 2.03(d)); provided that (a) such notice must be received by the Administrative Agent not later than 2:00 p.m. (New York Time), (x) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y) one (1) Business Day prior to the date of prepayment of Base Rate Loans; (b) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of the Term FacilityFacility or a transaction involving a Permitted Acquisition, a Change of Control or a Qualifying IPO, which refinancing or transaction shall not be consummated or shall otherwise be delayed.

Optional. (i) The Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.03(d))penalty; provided that (aA) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (x1) three (3) two Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (y2) one (1) Business Day prior to on the date of prepayment of Base Rate Loans and Daily Simple SOFR Loans; (bB) any prepayment of Eurodollar Rate Daily Simple SOFR Loans or Term SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share Applicable Percentage in respect of the Term relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or thereof as otherwise directed by the Borrower; Borrower in writing (and in the absence of any direction, in direct order of maturity to the remaining quarterly principal installments thereof). Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the Term Facility. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d).​ (ii) Notwithstanding anything The Borrower may, upon notice to the contrary contained Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in this Agreementwhole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if shall make such prepayment would have resulted from a refinancing of and the Term Facility, which refinancing payment amount specified in such notice shall not be consummated or shall otherwise be delayeddue and payable on the date specified therein.

Optional. (i) The Borrower may, upon notice by the Borrower to the Administrative AgentAgent substantially in the form of Exhibit J, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to except as set forth in Section 2.03(d))2.05(a)(iii) below; provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 p.m. 12:00 noon (New York Time), City time) (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans SOFR Loan and (yB) one (1) Business Day prior to on the date of prepayment of Base Rate LoansLoans (or, in each case, such shorter period as the Administrative Agent shall agree); (b2) any prepayment of Eurodollar Rate SOFR Loans shall be (x) in a principal amount of $1,000,000 1,000,000, or (y) a whole multiple of $1,000,000 500,000 in excess thereof; and (c3) any prepayment of Base Rate Loans shall be (x) in a principal amount of $500,000 500,000, or (y) a whole multiple of $500,000 250,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Tranche of Loans to be prepaid, the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate SOFR Loans are to be prepaid, the Interest Period(s) of such Term Loans (except that if the class of Loans to be prepaid includes both Base Rate Loans and SOFR Loans, absent direction by the Borrower, the applicable prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to SOFR Loans, in each case in a manner that minimizes the amount payable by the Borrower in respect of such prepayment pursuant to Section 3.06). The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share ratable share of the Term relevant Facility). If such notice is given by the Borrower, subject to clause (ii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate SOFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.052.05(a)(iii) and Section 3.06. Subject to Section 2.132.17, each prepayment of the outstanding Term Loans Loan Tranches pursuant to this Section 2.03(a2.05(a) shall be applied to the Term Loan Tranche or Term Loan Tranches designated on such notice on a pro rata basis within such Term Loan Tranche. Subject to Section 2.17, each prepayment of an outstanding Term Loan Tranche pursuant to this Section 2.05(a) shall be applied to the remaining amortization payments of such Term Loan Tranche as directed by the Borrower (or, if the Borrower has not made such designation, in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid maturity), but in any event on a pro rata basis to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)within such Term Loan Tranche. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.05(a)(i) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked or delayed by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or delayed. (iii) If the Borrower, in connection with, or resulting in, any Repricing Event (1)(A) makes a voluntary prepayment would have resulted from of any Initial2023 Term Loans pursuant to Section 2.05(a), (B) makes a refinancing repayment of any Initial2023 Term Loans pursuant to Section 2.05(b)(iii) or (C) effects any amendment with respect to the Initial2023 Term Loans, in each case, prior to the date that is six (6) months after the Closing Date, the Borrower shall pay to the Administrative Agent, for the ratable account of the applicable Term FacilityLenders (x) with respect to clauses (A) and (B), which refinancing a prepayment premium in an amount equal to 1.00% of the principal amount of the Initial Term Loans prepaid or repaid and (y) with respect to clause (C), a prepayment premium in an amount equal to 1.00% of the principal amount of the affected Initial Term Loans held by the Term Lenders not consenting to such amendment or (2) (A) makes a voluntary prepayment of any 2022 Incremental Term Loans pursuant to Section 2.05(a), (B) makes a repayment of any 2022 Incremental Term Loans pursuant to Section 2.05(b)(iii) or (C) effects any amendment with respect to the 2022 Incremental Term Loans, in each case, prior to the date that is six (6) months after the First AmendmentAmendment No. 3 Effective Date, the Borrower shall pay to the Administrative Agent, for the ratable account of the applicable Term Lenders (x) with respect to clauses (A) and (B), a prepayment premium in an amount equal to 1.00% of the principal amount of the 2022 Incremental2023 Term Loans prepaid or repaid and (y) with respect to clause (C), a prepayment premium in an amount equal to 1.00% of the principal amount of the affected 2022 Incremental2023 Term Loans held by the Term Lenders not be consummated or shall otherwise be delayedconsenting to such amendment.

Optional. (i) The Borrower may, upon notice substantially in the form of Exhibit J to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to except as set forth in Section 2.03(d))2.05(a)(iii) below; provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 p.m. (New York Time), City time) (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans Loan and (yB) one (1) Business Day prior to on the date of prepayment of Base Rate LoansLoans (or such shorter period as the Administrative Agent shall agree); (b2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be (x) in a principal amount of $1,000,000 3,000,000, or (y) a whole multiple of $1,000,000 in excess thereof; and (c3) any prepayment of Base Rate Loans shall be (x) in a principal amount of $500,000 1,000,000, or (y) a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Tranche of Loans to be prepaid, the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans (except that if the class of Loans to be prepaid includes both Base Rate Loans and Eurocurrency Rate Loans, absent direction by the Borrower, the applicable prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurocurrency Rate Loans, in each case in a manner that minimizes the amount payable by the Borrower in respect of such prepayment pursuant to Section 3.06). The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share ratable share of the Term relevant Facility). If such notice is given by the Borrower, subject to clause (ii) below,‌ the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.052.05(a)(iii) and Section 3.06. Subject to Section 2.132.17, each prepayment of the outstanding Term Loans Tranches pursuant to this Section 2.03(a2.05(a) shall be applied to the Tranche or Tranches designated on such notice on a pro rata basis within such Tranche. Subject to Section 2.17, each prepayment of an outstanding Tranche pursuant to this Section 2.05(a) shall be applied to the remaining amortization payments of such Tranche (if any) as directed by the Borrower (or, if the Borrower has not made such designation, in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid maturity), but, in any event, on a pro rata basis to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)within such Tranche. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.05(a)(i) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked or extended by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (iii) Notwithstanding anything to the contrary contained in this Agreement, if the Borrower (A) makes a voluntary prepayment of any Initial Loans pursuant to Section 2.05(a), (B) makes a repayment of any Initial Loans pursuant to Section 2.05(b)(iii) or (C) makes a repayment as a result of an assignment by a Non-Consenting Lender in accordance with Section 3.08(c), the Borrower shall pay to the Administrative Agent, for the ratable account of the applicable Lenders with respect to clauses (A) and (B), (x) if such prepayment would have resulted from a refinancing or repayment is made prior to the first anniversary of the Term FacilityClosing Date, which refinancing shall not a prepayment premium in an amount equal to 2.00% of the principal amount of Loans prepaid or repaid or (y) if such prepayment or repayment is made prior to the second anniversary of the Closing Date but on or after the first anniversary of the Closing Date, a prepayment premium in an amount equal to 1.00% of the principal amount of Loans prepaid or repaid (the “Prepayment Premium”); provided that no Prepayment Premium will be consummated required to be paid in connection with any prepayment or shall otherwise be delayed.repayment made on or after the second anniversary of the Closing Date.‌

Optional. (i) The Borrower Borrowers may, upon notice by the Parent Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term and Revolving Credit Loans in whole or in part without premium or penalty (subject to except as specified in Section 2.03(d)2.09(b); provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 p.m. 12:00 noon (New York, New York Time), time) (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans Loans, and (yB) one (1) Business Day prior to the any date of prepayment of Base Rate Loans; (b2) any partial prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (c3) any prepayment of Base Rate Loans (other than Swing Line Loans and Protective Advances) shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Notwithstanding the foregoing, except as required pursuant to Section 2.06(a), Section 2.14(j) and/or Section 6.17, no voluntary prepayment of the Term Loans shall be made at any time there are Revolving Credit Commitments outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and the payment amount specified in such notice shall be due and payable on the date specified therein. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares and in the case of Term Loans, subject to the premium specified in Section 2.09(b). (ii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(spayment amount specified in such notice shall be due and payable on the date specified therein. (iii) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time, voluntarily prepay Protective Advances in whole or in part without premium or penalty; provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and Class(es(2) any such prepayment shall be in a minimum principal amount of Term Loans to be prepaid and$100,000 or a whole multiple of $25,000 in excess thereof or, if Eurodollar Rate Loans are to be prepaidless, the Interest Period(s) of entire principal amount thereof then outstanding. Each such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, notice shall specify the date and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (iiiv) Notwithstanding anything to the contrary contained in this Agreement, the Parent Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of the Term Revolving Credit Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Subject to the Intercreditor Agreement and the last sentence of this Section 2.03(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to Section 2.03(d))part; provided that (aA) for any such prepayments made in connection with a Repricing Event prior to the six month anniversary of the Second Restatement Date, the Borrower shall pay to the Administrative Agent, for the benefit of the applicable Lenders, the fee described in Section 2.07(c); (B) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y2) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (bC) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (cD) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term FacilityApplicable Percentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or thereof as otherwise directed by the Borrower; and each . Each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) Notwithstanding anything to the contrary contained in this Agreementherein, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayedpermitted to prepay the Facility pursuant to this Section 2.03(a) during the period from the Restatement Date through the date ten Business Days thereafter.

Optional. (ia) The Borrower may, upon notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and any Class or Incremental First Lien Term Classes of Revolving Loans in whole or in part without premium (except as set forth in Section 2.18) or penalty (subject to Section 2.03(d))penalty; provided that that (ai) such notice must be received by the Administrative Agent not later than 2:00 p.m. (A) 1:00 p.m., New York Time)time, (x) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans or EURIBOR Rate Loans and (yB) one (1) Business Day prior to 12:00 p.m., New York time, on the date of prepayment of Base Rate Loans; ; (bii) any prepayment of (x) Eurodollar Rate Loans shall be in a principal amount of $1,000,000 1.0 million or a whole multiple of $1,000,000 250,000 in excess thereof; thereof or, if less, the entire principal amount thereof then outstanding and (cy) EURIBOR Rate Loans shall be in a principal amount of €1.0 million or a whole multiple of €250,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility)such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or EURIBOR Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, In the case of each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied 2.05(1), the Borrower may in direct its sole discretion select the Borrowing or Borrowings (and the order of maturities maturity of principal payments) to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; be repaid, and each such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (iib) [Reserved] (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind (or delay the date of prepayment identified in) any notice of prepayment under Section 2.03(a)(i2.05(1)(a) by written notice to the Administrative Agent not later than 12:00 p.m., New York time, on such prepayment date if such prepayment would have resulted from a refinancing of all or a portion of the Term Facilityapplicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed. (d) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof 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). Each prepayment in respect of any Term Loans pursuant to this Section 2.05 may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 2.05 without any requirement to prepay Extended Term Loans that were converted or exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 2.05 without any requirement to prepay Term Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the scheduled installments of principal in direct order of maturity on a pro rata basis among Term Loan Classes. (e) Notwithstanding anything in any Loan Document to the contrary, so long as (x) no Event of Default has occurred and is continuing and (y) no proceeds of Revolving Loans are used for this purpose, any Borrower Party may (i) purchase outstanding Term Loans on a non-pro rata basis through open market purchases or (ii) prepay the outstanding Term Loans (which Term Loans shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such purchase or prepayment), which in the case of clause (ii) only shall be prepaid without premium or penalty on the following basis: (A) Any Borrower Party shall have the right to make a voluntary prepayment of Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(1)(e) and without premium or penalty. (1) Any Borrower Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five (5) Business Days’ notice (or such shorter period as agreed by the Auction Agent) in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the applicable Borrower Party, to (x) each Term Lender or (y) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable Class, the Class or Classes of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(1)(e)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5.0 million and whole increments of $1.0 million in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York time, on the third Business Day after the date of delivery of such notice to such Lenders (the “Specified Discount Prepayment Response Date”).

Optional. (i) i. The Borrower may, upon notice by the Borrower substantially in the form of Exhibit G to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to except as set forth in Section 2.03(d))2.05(a)iii below; provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 p.m. (New York Time), (xA) three (3) Business Days prior to any date of prepayment of Eurodollar any Eurocurrency Rate Loans and Loan, (yB) one (1) Business Day prior to on the date of prepayment of any Base Rate LoansLoans (or such shorter period as the Administrative Agent shall agree); (b2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be (x) in a principal amount of $1,000,000 , or (y) a whole multiple of $1,000,000 in excess thereof; and (c3) any prepayment of Base Rate Loans shall be (x) in a principal amount of $500,000 1,000,000 , or (y) a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and prepayment, the Tranche of Loans to be prepaid, the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans (except that if the class of Loans to be prepaid includes Base Rate Loans, and/or Eurocurrency Rate Loans, absent direction by the Borrower, the applicable prepayment shall be applied first to Base Rate Loans pro rata to the full extent thereof before application to Eurocurrency Rate Loans, in each case in a manner that minimizes the amount payable by the Borrower in respect of such prepayment pursuant to Section 3.06). The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share ratable share of the Term relevant Facility). If such notice is given by the Borrower, subject to clause (ii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.052.05(a)(iii) and Section 3.06. Subject to Section 2.132.17, each prepayment of the an outstanding Term Loans Loan Tranche pursuant to this Section 2.03(a2.05(a) shall be applied to the remaining amortization payments of the applicable Term Loan Tranche (or, if the Borrower has not made such designation, in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(amaturity) or otherwise as otherwise directed by the Borrower; and each such prepayment shall be paid , but in any event on a pro rata basis to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)within such applicable Term Loan Tranche. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term and Revolving Loans in whole or in part without premium or penalty (subject to Section 2.03(d))3.05; provided that that, unless otherwise agreed by the Administrative Agent, (aA) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y2) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (bB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share Applicable Percentage in respect of the Term relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.132.15, each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Applicable Percentages in respect of each of the relevant Facilities. (ii) Notwithstanding anything The Borrower may, upon notice to the contrary contained Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in this Agreementwhole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if shall make such prepayment would have resulted from a refinancing and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the Term Facilityamount prepaid, which refinancing shall not be consummated or shall otherwise be delayedtogether with any additional amounts required pursuant to Section 3.05.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien the Term Loans in whole or in part at any time prior to the end of the 30th month following the Closing Date, at a price of, as determined by a Quotation Agent: the sum of the present value of the principal payment scheduled at the Maturity Date and the remaining scheduled payments of interest thereon (not including any portion of such payments of interest accrued to the date of prepayment and assuming, in the case of the Floating Rate Term Loans, that from and after such date of determination until the Maturity Date, LIBOR will remain at the same level) discounted to the date of prepayment on a semiannual basis (assuming a 360 day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points, plus, in each case, accrued and unpaid interest to the date of prepayment. (ii) The Borrower may, upon notice to the Administrative Agent, voluntarily prepay the Term Loans in whole or in part at a premium of (A) from the first day of the 31st month through the last day of the 40th month, (x) in the case of Fixed Rate Term Loans, one half of the stated interest rate applicable and (y) in the case of Floating Rate Term Loans, 3%, in each case of the aggregate principal amount of the Term Loan so prepaid, (B) from the first day of the 41st month through the last day of the 50th month, (x) in the case of Fixed Rate Term Loans, one quarter of the stated interest rate applicable and (y) in the case of the Floating Rate Term Loans, 1.5%, in each case of the aggregate principal amount of the Term Loan so prepaid, and (C) from the first day of the 51st month through the last day of the 60th month, without premium or penalty penalty. (subject to iii) Notice under this Section 2.03(d)); provided that (a2.03(a) such notice must be received by the Administrative Agent not later than 2:00 p.m. (New York Time), (x) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y) one (1) Business Day prior to 11:00 a.m. on the date of prepayment of Base Rate Loansprepayment; (b) and any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loansprepayment. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term FacilityApplicable Percentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or Facilities as otherwise directed by the Borrower; Borrower and each such prepayment shall be paid to the Lenders under the relevant Term Facility or Term Facilities in accordance with their respective Pro Rata Shares. All prepayments Applicable Percentages under this Section 2.03(a)(i) shall be subject to Section 2.03(d)such Term Facility or Term Facilities. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Subject to the last sentence of this Section 2.03(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to Section 2.03(d)except as set forth in clause (c) below); provided that (aA) such notice must be in a form reasonably acceptable to the Administrative Agent and received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate RateTerm SOFR Loans and (y2) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (bB) any prepayment of Eurodollar Rate RateTerm SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate RateTerm SOFR Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share Applicable Percentage in respect of the Term relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked or delayed by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or delayed. Any prepayment of a Eurodollar Rate RateTerm SOFR Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments thereof as the Borrower may direct (or proportional fractions thereof) applicable and in the absence of any such direction, on a pro-rata basis), and subject to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and Section 2.15, each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) Notwithstanding anything to the contrary contained in this Agreementherein, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayedpermitted to prepay the Loans pursuant to this Section 2.03(a) during the period from the Restatement Effective Date through the date ten Business Days thereafter.

Optional. (i) The Borrower maymay elect to prepay, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty part, any of the Revolving Borrowings owing by it to the Revolving Lenders, after giving prior written notice of such election by (subject to Section 2.03(d)); provided that (ai) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (xtime) at least three (3) Business Days prior to any before such prepayment date in the case of prepayment Revolving Borrowings which are comprised of Eurodollar Eurocurrency Rate Loans Loans, and (yii) one 11:00 a.m. (1New York time) Business Day prior to on the date of such prepayment (which shall be a Business Day), in the case of Revolving Borrowings which are comprised of Base Rate Loans, in each case to the Administrative Agent stating the proposed date and aggregate principal amount of such prepayment. If any such notice is given, the Administrative Agent shall give prompt notice thereof to each Applicable Lender, and the Borrower shall prepay the Loans comprising part of such Revolving Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice; (b) any provided, however, that each partial prepayment of Eurodollar Rate Loans any Revolving Borrowing shall be in a an aggregate principal amount of not less than $1,000,000 or a whole multiple of $1,000,000 2,500,000 and in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple integral multiples of $500,000 in excess thereof orthereof. Notwithstanding the foregoing, any notice given under this Section 2.08(b)(i) may state that such notice is conditioned upon the occurrence of one or more events specified therein, in each case, if less, the entire principal amount thereof then outstanding. Each which case such notice shall specify may be revoked by the Borrower (by notice to the Administrative Agent at least one (1) day prior to the specified date and amount of prepayment) if such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid condition is not satisfied and, if Eurodollar Rate Loans are to be prepaidso revoked, the Interest Period(s) no prepayment on account of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall required to be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed made by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Borrower hereunder. (ii) Notwithstanding anything The Borrower may elect to prepay, in whole or in part, any of the Term Borrowings owing by it to the contrary contained Term Lenders, after giving prior written notice of such election by (i) 11:00 a.m. (New York time) at least three (3) Business Days before such prepayment date in this Agreementthe case of Term Borrowings which are comprised of Eurocurrency Rate Loans, and (ii) 11:00 a.m. (New York time) on the date of such prepayment (which shall be a Business Day), in the case of Term Borrowings which are comprised of Base Rate Loans, in each case to the Administrative Agent stating the proposed date and aggregate principal amount of such prepayment. If any such notice is given, the Administrative Agent shall give prompt notice thereof to each Applicable Lender, and the Borrower may rescind shall prepay the Loans comprising part of such Term Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice; provided, however, that each partial prepayment of any Term Borrowing shall be in an aggregate principal amount not less than $2,500,000 and in integral multiples of $500,000 in excess thereof. Notwithstanding the foregoing, any notice given under this Section 2.08(b)(ii) may state that such notice is conditioned upon the occurrence of prepayment under Section 2.03(a)(ione or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent at least one (1) day prior to the specified date of prepayment) if such condition is not satisfied and, if so revoked, no prepayment would have resulted from on account of such notice shall be required to be made by the Borrower hereunder. Each such prepayment shall be accompanied by a refinancing prepayment premium equal to (1) prior to the first anniversary of the Closing Date, 2.00% of the principal amount of Term FacilityLoans then being prepaid and (2) on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, which refinancing shall not be consummated 1.00% of the principal amount of Term Loans then being prepaid. No prepayment premium will apply to prepayments of Term Loans occurring on or shall otherwise be delayedafter the second anniversary of the Closing Date.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien the Term Loans in whole or in part part; provided, that to the extent the Borrower makes a voluntary prepayment of any Term Loans within three (3) years after the Closing Date, such prepayment shall be made with a premium such that the aggregate amount of such voluntary prepayment shall be in an amount equal to (1) 103% of the principal amount prepaid if such voluntary prepayment is made within one (1) year after the Closing Date, (2) 102% of the principal amount prepaid if such voluntary prepayment is made within two (2) years after the Closing Date, and (3) 101% of the principal amount prepaid if such voluntary prepayment is made within three (3) years after the Closing Date. The prepayment of any Term Loans after the third anniversary of the Closing Date shall be made without premium or penalty (subject to Section 2.03(d)); provided that (a) such penalty. Any notice of prepayment must be received by the Administrative Agent not later than 2:00 12:30 p.m. (New York Time)Charlotte, North Xxxxxxxx time) (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (yB) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (b2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (c3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s 's Pro Rata Share of the Term Facility)such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each Any prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) a Base Rate Loan shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed accompanied by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)all accrued interest thereon. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.03(a) above if such prepayment would have resulted from a refinancing of the total amount of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Borrower Borrowers may, upon upon, subject to clause (iii) below, written notice to the Administrative AgentAgent by the Lead Borrower, at any time or from time to time voluntarily prepay Term Loans of any Class of Term Loans or Incremental First Lien Term and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.03(d2.05(a)(iv)); provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 1:00 p.m. (New York Time), City time (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (yB) one (1) Business Day prior to the date of any prepayment of Base Rate Loans, in each case, unless the Administrative Agent agrees to a shorter period in its discretion; (b1) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $1,000,000 1,000,000, or a whole multiple of $1,000,000 250,000 in excess thereof; and (c2) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Term Facility)such prepayment. If Subject to Section 2.05(iii) below, if such notice is given by the Lead Borrower, the Borrower 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 Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereonthereon to such date, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, In the case of each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied 2.05(a), the Lead Borrower may in direct its sole discretion select the Borrowing or Borrowings (and the order of maturities maturity of principal payments) to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; be repaid, and each such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments Shares or other applicable share as provided for under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Agreement. (ii) The Borrowers may, upon, subject to clause (iii) below, written notice to the Swing Line Lender from the Lead Borrower (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the 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. (iii) Notwithstanding anything to the contrary contained in this Agreement, subject to the payment of any amounts owing pursuant to Section 3.05, the Lead Borrower may rescind any notice of prepayment under Section 2.03(a)(iSections 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all or a portion of the Term applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment of any Class of Term Loans pursuant to this Section 2.05(a) shall be applied as directed by the Lead Borrower (which may be applied to any specific Class, tranche or facility of Indebtedness) and, absent such direction, shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07(a). (iv) (A) In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrowers (x) prepay, refinance, substitute or replace any Initial Term Loans pursuant to a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to Section 2.05(b)(iii) that constitutes a Repricing Transaction), or (y) effects any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Lenders, (1) in the case of clause (x) above, a prepayment premium of 1.00% of the aggregate principal amount of the Initial Term Loans incurred on the Closing Date so prepaid, refinanced, substituted or replaced and (2) in the case of clause (y) above, a fee equal to 1.00% of the aggregate principal amount of the applicable Initial Term Loans amended or otherwise modified pursuant to such amendment. If, on or prior to the six-month anniversary of the Closing Date, any Term Lender that is a Non-Consenting Lender and is replaced pursuant to Section 3.07(a) in connection with any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Transaction, such Term Lender (and not any Person who replaces such Term Lender pursuant to Section 3.07(a)) shall receive its pro rata portion (as determined immediately prior to it being so replaced) of the prepayment premium or fee described in the preceding sentence. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction.

Optional. (i) The Borrower may, upon notice substantially in the form of Exhibit J to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to except as set forth in Section 2.03(d))2.05(a)(iii) below; provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 p.m. (New York Time), City time) (xA) three (3) U.S. Government Securities Business Days prior to any date of prepayment of Eurodollar Rate Loans SOFR Loan and (yB) one (1) Business Day prior to on the date of prepayment of Base Rate LoansLoans (or such shorter period as the Administrative Agent shall agree); (b2) any prepayment of Eurodollar Rate SOFR Loans shall be (x) in a principal amount of $1,000,000 3,000,000, or (y) a whole multiple of $1,000,000 in excess thereof; and (c3) any prepayment of Base Rate Loans shall be (x) in a principal amount of $500,000 1,000,000, or (y) a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Tranche of Loans to be prepaid, the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate SOFR Loans are to be prepaid, the Interest Period(s) of such Term Loans (except that if the class of Loans to be prepaid includes both Base Rate Loans and SOFR Loans, absent direction by the Borrower, the applicable prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to SOFR Loans, in each case in a manner that minimizes the amount payable by the Borrower in respect of such prepayment pursuant to Section 3.06). The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share ratable share of the Term relevant Facility). If such notice is given by the Borrower, subject to clause (ii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate SOFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.052.05(a)(iii) and Section 3.06. Subject to Section 2.132.17, each prepayment of the outstanding Term Loans Loan Tranches pursuant to this Section 2.03(a2.05(a) shall be applied to the Term Loan Tranche or Term Loan Tranches designated on such notice on a pro rata basis within such Term Loan Tranche. Subject to Section 2.17, each prepayment of an outstanding Term Loan Tranche pursuant to this Section 2.05(a) shall be applied to the remaining amortization payments of such Term Loan Tranche as directed by the Borrower (or, if the Borrower has not made such designation, in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid maturity), but, in any event, on a pro rata basis to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)within such Term Loan Tranche. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.05(a)(i) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked or extended by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (iii) If the Borrower, in connection with, or resulting in, any Repricing Event, (A) makes a voluntary prepayment would have resulted from of any tranche of Term Loans pursuant to Section 2.05(a), (B) effects an amendment with respect to any tranche of Term Loans or (C) makes a refinancing prepayment of any tranche of Term Loans pursuant to Section 2.05(b)(iii), in each case prior to the six-month anniversary of the Amendment No. 7 Effective Date, the Borrower shall pay to the Administrative Agent, for the ratable account of the applicable Term FacilityLenders, which refinancing shall a prepayment premium in an amount equal to 1.0% of the principal amount prepaid (or, in the case of clause (B), a prepayment premium in an amount equal to 1.0% of the principal amount of affected Term Loans held by Term Lenders not be consummated or shall otherwise be delayedconsenting to such amendment).

Optional. (i) The Borrower Borrowers may, upon notice by the Borrower Representative (on behalf of the Borrowers) substantially in the form of Exhibit M-1 to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to except as set forth in Section 2.03(d))2.05(a)(iv) below; provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 12:00 p.m. (New York Time)City time in the case of Loans denominated in Dollars, or Local Time in the case of Loans denominated in an Alternative Currency) (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans Loan and (yB) one (1) Business Day prior to the any date of prepayment of Base Rate Loans; (b2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal Dollar Amount of $5,000,000 or a whole multiple of the Dollar Amount of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount the Dollar Amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding (it being understood that Base Rate Loans shall be denominated in Dollars only). Each such notice shall specify the date and amount of such prepayment and prepayment, the Tranche of Loans to be prepaid, the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans (except that if the class of Loans to be prepaid includes both Base Rate Loans and Eurocurrency Rate Loans, absent direction by the Borrower Representative (on behalf of the Borrowers), the applicable prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurocurrency Rate Loans, in each case in a manner that minimizes the amount payable by the Borrowers in respect of such prepayment pursuant to Section 3.06). The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such LenderXxxxxx’s Pro Rata Share ratable share of the Term rele- vant Facility or, in the case of the Revolving Credit Facility, Tranche of Loans). If such notice is given by the BorrowerBor- rower Representative (on behalf of the Borrowers), subject to clause (iii) below, the Borrower Borrowers shall make such prepayment pre- payment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.052.05(a)(iv) and Section 3.06. Each prepayment of the principal of, and interest on, any Revolving Credit Loans denominated in an Alternative Currency shall be made in the rele- vant Alternative Currency (even if the Borrowers are required to convert currency to do so). Subject to Section 2.13Sec- tion 2.19, each prepayment of the outstanding Term Loans Loan Tranches pursuant to this Section 2.03(a2.05(a) shall be applied to such Term Loan Tranche on a pro rata basis (or, if agreed to in writing by the Majority Lenders of a Term Loan Tranche, in a manner that provides for more favorable prepayment treatment of other Term Loan Tranches, so long as each other such Term Loan Tranche receives its Pro Rata Share of any amount to be applied more favorably, ex- cept to the extent otherwise agreed by the Majority Lenders of each Term Loan Tranche receiving less than such Pro Rata Share) (other than a prepayment of Term Loans with the proceeds of (x) Indebtedness incurred pursuant to Sec- tion 2.20 or (y) any Refinancing Notes issued to the extent permitted under Section 7.03(b), which, in each case, shall be applied to the Term Loan Tranche being refinanced pursuant thereto). All voluntary prepayments of a Term Loan Tranche in accordance with this Section 2.05(a) shall be applied to the remaining amortization payments of the respective Term Loan Tranche as directed by the Borrowers (or, if the Borrowers have not made such designation, in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrowermaturity); and each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)on a pro rata basis, except as set forth above. (ii) The Borrowers may, upon notice by the Borrower Representative (on behalf of the Borrowers) to the Swing Line Lender substantially in the form of Exhibit M-2 (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 p.m. (New York City time) on the date of the prepayment and (B) any such prepayment shall be in a min- imum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date, the applicable Tranche and amount of such prepayment. If such notice is given the Borrower Representative (on behalf of the Borrowers), subject to clause (iii) below, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.05(a)(i) or (a)(ii) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be re- voked by the applicable Borrowers (by written notice to the Administrative Agent on or prior to the specified effec- tive date) if such condition is not satisfied. (iv) If any applicable Borrower, in connection with, or resulting in, any Repricing Event (A) makes a voluntary prepayment would have resulted from of any Initial Term Loans pursuant to Section 2.05(a), (B) makes a refinancing repayment of any Initial Term Loans pursuant to Section 2.05(b)(iii) or (C) effects any amendment with respect to the Initial Term loans, in each case, on or prior to the one year anniversary of the Closing Date, the applicable Borrower(s) shall pay to the Administrative Agent, for the ratable account of the applicable Term FacilityLenders (x) with respect to clauses (A) and (B), which refinancing shall not be consummated a prepayment premium in an amount equal to 1.00% of the principal amount of Term Loans prepaid or shall otherwise be delayedrepaid and (y) with respect to clause (C), a prepayment premium in an amount equal to 1.00% of the principal amount of the affected Term Loans held by the Term Lenders consenting to such amendment.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time thereafter, without premium or penalty except as provided in clause (d) below, voluntarily prepay the Term Loans of any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to Section 2.03(d))part; provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 1:00 p.m. (New York Time), City time) (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (yB) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (b2) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $1,000,000 1,000,000, or a whole multiple of $1,000,000 100,000 in excess thereof; and (c3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof thereof; or, in each casethe case of clause (2) or (3) of this proviso, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) and Class(es) Class of Term Loans to be prepaid and, if repaid and whether such Term Loan is Eurodollar Rate Loans are Loan or a Base Rate Loan and the order of Loan(s) to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of Pro Rata Share or, if such prepayment (based on is being made pursuant to Section 2.3(c) or Section 14.7(h), such Lender’s Pro Rata Share share, of the Term Facility)such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.053.3. Subject to Section 2.13, In the case of each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied 2.3(a), the Borrower may in direct its sole discretion select the Class of Term Loans (and the order of maturities maturity of principal payments) to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; be repaid, and each such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject Shares (other than if pursuant to Section 2.03(d2.3(c) or Section 14.7(h)). (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.3(a)(i) if such prepayment would have resulted from a refinancing of all of the Term FacilityFacilities or other transaction, which refinancing or other transaction shall not be consummated or shall otherwise be delayed. Each prepayment of Term Loans pursuant to Section 2.3(a) shall be applied in an order of priority to repayments thereof required pursuant to Section 2.2 as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.2.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Incremental First Lien Term Loans Classes in whole or in part without premium or penalty (subject to except as expressly set forth in Section 2.03(d2.09(d)); provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 p.m. (11:00 a.m. New York Time), City time (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (yB) one (1) Business Day prior to the date of prepayment of Base Rate Loans; (b2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $1,000,000 500,000, or a whole multiple of $1,000,000 100,000 in excess thereof; and (c3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 250,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative AMERICAS 94626185 Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Term Facility)such prepayment. If such notice is given by the Borrower, unless rescinded pursuant to clause (iii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, In the case of each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied 2.05(a), the Borrower may in direct its sole discretion select the Borrowing or Borrowings (and the order of maturities maturity of principal payments) to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; be repaid, and each such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments Shares or other applicable share provided for under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Agreement. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:30 p.m. New York City time on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, unless rescinded, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.05(a)(i) or Section 2.05(a)(ii) by notice to the Administrative Agent if such prepayment would have resulted from a refinancing of all or any portion of the Term Facilityapplicable Class or occurrence of another event, which refinancing or event shall not be consummated or shall otherwise be delayed. (iv) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.07(a) in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity); provided that any voluntary prepayment of any Class of Term Loans pursuant to Section 2.05(a)(v) shall be applied on a ratable basis to reduce the remaining scheduled installments of principal thereof pursuant to Section 2.07(a) (for this purpose, using the par value of the aggregate principal amount of such Term Loans so prepaid). (v) Notwithstanding anything in any Loan Document to the contrary, in addition to the terms set forth in Sections 2.05(a)(i) and 10.07, so long as (x) no Event of Default has occurred and is continuing and (y) no proceeds of Revolving Credit Loans or Swing Line Loans are used for this purpose, any Company Party may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such prepayment) (or Holdings or any of its Subsidiaries may purchase such outstanding Loans and immediately cancel them) without premium or penalty on the following basis: (A) Any Company Party shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(v) and without premium or penalty (except as provided in Section 2.09(d)). AMERICAS 94626185 (B) (1) Any Company Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five Business Days’ notice in the form of a Specified Discount Prepayment Notice (or such shorter period as agreed by the Auction Agent); provided that (I) any such offer shall be made available, at the sole discretion of the Company Party, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(v)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) unless rescinded, each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. New York City time on the third Business Day after the date of delivery of such notice to such Lenders (or such later date specified therein) (the “Specified Discount Prepayment Response Date”).

Optional. (i) The Borrower may, upon notice in the form of a Prepayment Notice delivered to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Revolving Credit Loans in whole or in part without premium or penalty (subject other than, (x) in the case of any Eurodollar Rate Loan, any amounts required pursuant to Section 2.03(d)3.05 and (y) in the case of any Term Loans, any premium contained in the applicable Joinder Agreement or Refinancing Amendment); provided that (aA) such notice must be received by the Administrative Agent not later than 2:00 12:00 p.m. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, RFR Loans or CDOR Rate Loans and (y2) one (1) Business Day prior to the any date of prepayment of Base Rate Loans; (bB) any prepayment of Eurodollar Rate Loans, RFR Loans and CDOR Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (i) the date and amount of such prepayment and (ii) the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans or CDOR Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share Applicable Percentage in respect of the Term relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any voluntary prepayment of a Eurodollar Rate Loan pursuant to this Section 2.05(a)(i) shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts if required pursuant to Section 3.05. Subject to Section 2.13, each Each such prepayment of the any outstanding Term Loans pursuant to this Section 2.03(a2.05(a)(i) shall be applied as between Facilities as directed by the Borrower and, within any given Facility, shall be applied as directed by the Borrower to the installments thereof (or, if no such direction is provided, in direct order of maturities maturity). Subject to the principal repayment installments (or proportional fractions thereofSection 2.16, all payments made pursuant to this Section 2.05(a)(i) applicable shall be applied on a pro rata basis to each Lender holding Loans of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders applicable Facility being prepaid in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)the principal amount of the applicable Term Loans held thereby. (ii) Notwithstanding anything The Borrower may, upon notice in the form of a Swing Line Loan Prepayment Notice delivered to the contrary contained Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in this Agreementwhole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $500,000 and in integral multiples of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if shall make such prepayment would have resulted from a refinancing of and the Term Facility, which refinancing payment amount specified in such notice shall not be consummated or shall otherwise be delayeddue and payable on the date specified therein.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term and Revolving Credit Loans in whole or in part without premium or penalty (subject except to the extent provided in Section 2.03(d2.05(f)); provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 12:00 p.m. (New York, New York Time), time) (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (yB) one (1) Business Day prior to the any date of prepayment of Base Rate Loans; (b2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of (x) $1,000,000 2,500,000 or a whole multiple of $1,000,000 500,000 in excess thereofthereof in the US-DOCS\79529473.13 case of Term Loans; and (c3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility)such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13the pro rata application within any Class of Loans, the Borrower may allocate each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied in direct order its sole discretion among the Class or Classes of maturities Loans as the Borrower may specify, subject only to the principal repayment installments following limitations: the Borrower may not prepay any Extended Loan of any Extension Series pursuant to this Section 2.05(a)(i) unless such prepayment is accompanied by at least a pro rata prepayment of Loans of the Existing Term Loan Class or permanent reduction or termination of Commitments of the Existing Revolving Commitment Class, as applicable, as to which such Extended Loans were extended (or proportional fractions thereof) applicable to each such Existing Term Loan Class has been paid in full or such Existing Revolving Commitment Class has been terminated, as applicable). For the avoidance of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) Notwithstanding anything to the contrary contained in this Agreementdoubt, the Borrower may rescind prepay loans of an existing Class without any notice of prepayment under Section 2.03(a)(i) if requirement to prepay Extended Loans that were extended from such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayedexisting Class.

Optional. (i) The Borrower Borrowers may, upon notice by the Borrower Representative (on behalf of the Borrowers) substantially in the form of Exhibit M-1 to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to except as set forth in Section 2.03(d))2.05(a)(iv) below; provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 12:00 p.m. (New York Time)City time in the case of Loans denominated in Dollars, or Local Time in the case of Loans denominated in an Alternative Currency) (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans Loan and (yB) one (1) Business Day prior to the any date of prepayment of Base Rate LoansLoans (in each case, or such shorter period as the Administrative Agent shall agree); (b2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal Dollar Amount of $5,000,000 or a whole multiple of the Dollar Amount of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount the Dollar Amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding (it being understood that Base Rate Loans shall be denominated in Dollars only). Each such notice shall specify the date and amount of such prepayment and prepayment, the Tranche of Loans to be prepaid, the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans (except that if the class of Loans to be prepaid includes both Base Rate Loans and Eurocurrency Rate Loans, absent direction by the Borrower Representative (on behalf of the Borrowers), the applicable prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurocurrency Rate Loans, in each case in a manner that minimizes the amount payable by the Borrowers in respect of such prepayment pursuant to Section 3.06). The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share ratable share of the Term relevant Facility or, in the case of the Revolving Credit Facility, Tranche of Loans). If such notice is given by the BorrowerBorrower Representative (on behalf of the Borrowers), subject to clause (iii) below, the Borrower 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 Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.052.05(a)(iv) and Section 3.06. Each prepayment of the principal of, and interest on, any Revolving Credit Loans denominated in an Alternative Currency shall be made in the relevant Alternative Currency (even if the Borrowers are required to convert currency to do so). Subject to Section 2.132.17, each prepayment of the outstanding Term Loans Loan Tranches pursuant to this Section 2.03(a2.05(a) shall be applied to such Term Loan Tranche on a pro rata basis (or, if agreed to in writing by the Majority Lenders of a Term Loan Tranche, in a manner that provides for more favorable prepayment treatment of other Term Loan Tranches, so long as each other such Term Loan Tranche receives its Pro Rata Share of any amount to be applied more favorably, except to the extent otherwise agreed by the Majority Lenders of each Term Loan Tranche receiving less than such Pro Rata Share) (other than a prepayment of Term Loans with the proceeds of (x) Indebtedness incurred pursuant to Section 2.18 or (y) any Refinancing Notes issued to the extent permitted under Section 7.01(b), which, in each case, shall be applied to the Term Loan Tranche being refinanced pursuant thereto). All voluntary prepayments of a Term Loan Tranche in accordance with this Section 2.05(a) shall be applied to the remaining amortization payments of the respective Term Loan Tranche as directed by the Borrowers (or, if the Borrowers have not made such designation, in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrowermaturity); and each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)on a pro rata basis, except as set forth above. (ii) The Borrowers may, upon notice by the Borrower Representative (on behalf of the Borrowers) to the Swing Line Lender substantially in the form of Exhibit M-2 (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 p.m. (New York City time) on the date of the prepayment and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date, the applicable Tranche and amount of such prepayment. If such notice is given the Borrower Representative (on behalf of the Borrowers), subject to clause (iii) below, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.05(a)(i) or (a)(ii) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the applicable Borrowers (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (iv) If any applicable Borrower, in connection with, or resulting in, any Repricing Event (A) makes a voluntary prepayment would have resulted from of any Initial Term Loans pursuant to Section 2.05(a), (B) makes a refinancing repayment of any Initial Term Loans pursuant to Section 2.05(b)(iii) or (C) effects any amendment with respect to the Initial Term loans, in each case, on or prior to the date that is one year after the Closing Date, the applicable Borrower(s) shall pay to the Administrative Agent, for the ratable account of the applicable Term Facility, which refinancing shall not be consummated or shall otherwise be delayed.Lenders (x) with respect to clauses (A) and

Optional. (i) The A Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term and Revolving Loans in whole or in part without premium or penalty (subject to Section 2.03(d))3.05; provided that unless otherwise agreed by the Administrative Agent (aA) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y2) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (bB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share Applicable Percentage in respect of the Term relevant Facility). If such notice is given by the a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a Borrower is permitted to make such notice contingent upon the occurrence of another transaction. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof, each in their entirety, as directed by the Borrowers in the applicable Notice of Loan Prepayment in reasonable detail satisfactory to the Administrative Agent. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (ii) At any time the Autoborrow Agreement is not in effect, a Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that unless otherwise agreed by the Swingline Lender (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Each Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term and Revolving Credit Loans in whole or in part without premium or penalty (subject except (x) in the case of Loans other than Base Rate Loans, amounts payable pursuant to Section 2.03(d3.05 and (y) with respect to Term B-1 Loans, as set forth in Section 2.05(c)); provided that (ai) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of XXXXX Rate Loans and or Eurocurrency Rate Loans denominated in Alternative Currencies, (yC) one (1) Business Day prior to on the date of prepayment of Base Rate Loans and (D) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans; (bii) any prepayment of Eurodollar Rate Term SOFR Loans or Daily Simple SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (civ) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans or Term SOFR Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility)prepayment. If such notice is given by the BorrowerCompany, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of (x) a Eurodollar Eurocurrency Rate Loan, Term SOFR Loan, XXXXX Rate Loan or Daily Simple SOFR Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject 3.05 and (y) Term B-1 Loans hereunder shall be subject to Section 2.13, each 2.05(c). Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied in direct order (x) as among the different Classes of maturities Term Loans, as directed by the Company and (y) with respect to a specific Class of Term Loans, to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or thereof as otherwise directed by the BorrowerCompany. Each prepayment of other Term Loans established or extended pursuant to Section 2.17, 2.18 or 2.19 shall be applied as set forth in the applicable Additional Credit Extension Amendment; and each provided that any such Additional Credit Extension Amendment shall not permit prepayments of Extended Term Loans established pursuant to Section 2.19 to be applied on a greater than pro rata basis than the Class of Term Loans being extended. The prepayment of Revolving Credit Loans shall be made on a pro rata basis across all Revolving Credit Loans (except, with respect to Revolving Credit Loans established pursuant to Section 2.17, 2.18 or 2.19, to the extent that any applicable Additional Credit Extension Amendment provides that the Revolving Credit Loans established thereunder shall be entitled to less than pro rata treatment). Each such prepayment under this Section 2.05(a)(i) shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Applicable Percentages in respect of each of the relevant Facilities. (ii) Notwithstanding anything The Company may, upon notice to the contrary contained Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in this Agreementwhole or in part without premium or penalty; provided that (x) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (y) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if Company shall make such prepayment would have resulted from a refinancing of and the Term Facility, which refinancing payment amount specified in such notice shall not be consummated or shall otherwise be delayeddue and payable on the date specified therein.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans or Incremental First Lien Term and Revolving Credit Loans in whole or in part without premium or penalty (subject to except as expressly set forth in this Section 2.03(d)2.05); provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 1:00 p.m. (New York Time), (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Term Benchmark Loans, (B) five Business Days prior to any date of prepayment of RFR Loans and (yC) one (1) on the Business Day prior to the date of any prepayment of Base Rate ABR Loans; (b2) any prepayment of Eurodollar Rate Term Benchmark Loans shall be in a minimum principal amount of $1,000,000 2,000,000, or a whole multiple of $1,000,000 in excess thereof; and (c3) any prepayment of Base Rate ABR Loans and/or RFR Loans shall be in a minimum principal amount of $500,000 1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Term Facility)such prepayment. If such notice is given by the Borrower, unless rescinded pursuant to clause (iii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan (other than prepayments of ABR Revolving Credit Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to clause (ii) below and Section 3.05. Subject to Section 2.13, In the case of each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings to be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; repaid, and each such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments Shares or other applicable share provided for under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Agreement. (ii) [reserved] (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.05(a)(i) by notice to the Administrative Agent on the date of prepayment if such prepayment would have resulted from a refinancing of all or any portion of the Term Facilityapplicable Class or occurrence of another event, which refinancing or event shall not be consummated or shall otherwise be delayeddelayed (subject to payment of amounts due under Section 3.05). (iv) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied first to ABR Loans to the full extent thereof before application to Term Benchmark Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 3.05. (v) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.07(a) in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity).

Optional. (A) At any time after the Closing Date so long as (i) The Borrower mayno Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) after giving effect thereto, Borrowers have Excess Availability of not less than $3,500,00, upon at least 5 Business Days prior written notice by Administrative Borrower to the Administrative Agent, at any time or from time to time Borrowers may voluntarily prepay any Class the principal balance of Term Loans or Incremental First Lien Term Loans Loan A in whole or in part without premium or penalty (subject to Section 2.03(d)); provided that (a) such notice must be received by the Administrative Agent not later than 2:00 p.m. (New York Time), (x) three (3) Business Days prior to any date of part. Each partial prepayment of Eurodollar Rate Loans and (y) one (1) Business Day prior to the date of prepayment of Base Rate Loans; (b) any prepayment of Eurodollar Rate Loans Term Loan A shall be in a principal an amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole which is an integral multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied to the installments due thereunder in direct the inverse order of maturities their maturity. Concurrent with each such prepayment, Borrowers shall pay to Agent, for the principal repayment installments (or proportional fractions thereof) applicable to each ratable account of the Lenders holding Term Loans pursuant to Sections 2.05(a) or Loan A, the applicable prepayment premium as otherwise directed by set forth in the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Fee Letter. (B) At any time after the Closing Date and so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) Notwithstanding anything the Term Loan A has been repaid in full, (iii) the Maximum Revolver Amount has been reduced to $10,000,000, and (iv) after giving effect thereto, Borrowers have Excess Availability of not less than $3,500,000, upon at least 5 Business Days prior written notice by Administrative Borrower to Agent, Borrowers may voluntarily prepay the contrary contained principal balance of Term Loan B in this Agreementwhole or in part. Each partial prepayment of Term Loan B shall be in an amount which is an integral multiple of $500,000. Concurrent with each such prepayment, Borrowers shall pay to Agent, for the ratable account of the Lenders holding Term Loan B, the Borrower may rescind any notice of applicable prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of premium as set forth in the Term Facility, which refinancing shall not be consummated or shall otherwise be delayedFee Letter.

Optional. (i) The Borrower may, upon written notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Incremental First Lien Term Loans Classes in whole or in part without premium or penalty (subject to penalty, except as set forth in Section 2.03(d)2.05(a)(v); provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 12:30 p.m. (New York Time), (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate SOFR Loans (unless otherwise agreed by the Administrative Agent), and (yB) one (1) Business Day prior to the any date of prepayment of Base Rate LoansLoans (unless otherwise agreed by the Administrative Agent); (b2) any prepayment of Eurodollar Rate SOFR Loans shall be in a principal amount minimum Dollar Amount of $1,000,000 500,000, or a whole multiple of a Dollar Amount of $1,000,000 100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; and (c3) any prepayment of Base Rate Loans shall be in a principal amount minimum Dollar Amount of $500,000 100,000 or a whole multiple of a Dollar Amount of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Term Facility)such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be be, as set forth in Section 2.05(c), accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, In the case of each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied 2.05(a), subject to Section 2.05(a)(iv), the Borrower may in direct its sole discretion select the Borrowing or Borrowings (and the order of maturities maturity of principal payments) to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; be repaid, and each such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments Shares or other applicable share provided for under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Agreement. (ii) [Reserved]. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind or postpone any notice of prepayment under Section 2.03(a)(i2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all or a portion of the Term Facilityapplicable Facility or other transaction or conditional event, which refinancing or other transaction or conditional event shall not be consummated or shall otherwise be delayed. (iv) Voluntary prepayments of any Term Loans permitted pursuant to Section 2.05(a)(i) shall be applied by the Administrative Agent to the outstanding principal amount of the Initial Term Loans and Delayed Draw Term Loans pro rata according to the outstanding principal amount hereof..

Optional. (i) The Subject to the provisions of Section 2.12(h), the Borrower may, upon notice to the applicable Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term and Revolving Credit Loans in whole or in part without without, premium or penalty (subject to penalty, except as expressly provided in Section 2.03(d)2.05(d); provided that (a1) such notice must be received by the applicable Administrative Agent not later than 2:00 12:00 p.m. (New York, New York Time), time) (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (yB) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (b2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,500,000 or a whole multiple of $1,000,000 500,000 in excess thereofthereof in the case of Term Loans or Revolving Loans; and (c3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The applicable Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility)such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Revolving Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Revolving Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Term FacilityFacilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) Each voluntary prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to repayments thereof required pursuant to Section 2.07 as directed by the Borrower.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Term Loans, Class of Term A Incremental Loans or Incremental First Lien Term and Revolving Credit Loans in whole or in part and, except as otherwise provided in this Agreement, without premium or penalty (subject to Section 2.03(d))penalty; provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 12:00 p.m. (New York, New York Time), time) (xA) three two (32) Business Days prior to any date of prepayment of Eurodollar Rate LIBOR Loans and (yB) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (b2) any prepayment of Eurodollar Rate LIBOR Loans shall be in a principal amount of $1,000,000 2,500,000 or a whole multiple of $1,000,000 500,000 in excess thereof; thereof in the case of Term Loans, and (c3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. Any prepayment of a Eurodollar Rate LIBOR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Term FacilityFacilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) Voluntary prepayments of Term Loans or Incremental Term Loans shall be applied to the remaining scheduled installments of principal thereof pursuant to Sections 2.07(a) and (b) in a manner determined at the discretion of the Borrower and specified in the notice of prepayment.

Optional. (i) The Borrower Borrowers may, upon written notice to the Administrative AgentAgent by the Lead Borrower, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Incremental First Lien Term Loans Classes in whole or in part without premium or penalty (subject to except as expressly set forth in this Section 2.03(d)2.05); provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 4:00 p.m. (New York Time), (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (yB) one (1) Business Day prior to the date of prepayment of Base Rate Loans; (b2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $1,000,000 100,000, or a whole multiple of $1,000,000 100,000 in excess thereof; and (c3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 100,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid. In connection with any voluntary prepayment pursuant to this Section 2.05(a)(i) that is consummated in respect of all or any portion of the Term Loans prior to the date that is two years after the Third Amendment Effective Date, the Borrower shall pay to the Term Lenders a fee equal to 1.00% of the aggregate principal amount of the Term Loans prepaid andpursuant to this Section 2.05(a)(i); provided that, if Eurodollar Rate Loans are notwithstanding the foregoing, no such fee shall be required to be prepaidpaid under this sentence in respect of prepayments of the Term Loans under this Section 2.05(a)(i) in an aggregate amount of up to $7,500,000 so long as such prepayments occur after the Fourth Amendment Effective Date and prior to the earlier to occur of (i) the last day of the month during which the Lead Borrower has delivered Compliance Certificates pursuant to Section 6.02(a) demonstrating that the Consolidated Total Net Leverage Ratio as of the last day of the four most recently ended Test Periods (calculated on a Pro Forma Basis) was less than or equal to 6.50 to 1.00 or (ii) the last day of the month during which the Lead Borrower has delivered Compliance Certificates pursuant to Section 6.02(a) demonstrating compliance with the financial covenant set forth in Section 7.11(a) as of the last day of the four most recently ended Test Periods (for the avoidance of doubt, the Interest Period(s) without utilization of such Term LoansSection 8.04). The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Term Facility)such prepayment. If such notice is given by the Lead Borrower, unless rescinded pursuant to clause (iii) below, the Borrower 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 Eurodollar Loan (other than prepayments of Base Rate Loan Loans that are Revolving Credit Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, In the case of each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied 2.05(a), the Lead Borrower may in direct its sole discretion select the Borrowing or Borrowings (and the order of maturities maturity of principal payments) to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; be repaid, and each such prepayment payment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments Shares or other applicable share provided for under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Agreement. (ii) [Reserved]. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Lead Borrower may rescind any notice of prepayment under Section 2.03(a)(iSections 2.05(a)(i) or 2.05(a)(ii) by notice to the Administrative Agent on the date of prepayment if such prepayment would have resulted from a refinancing of all or any portion of the Term Facilityapplicable Class or occurrence of any other event, which refinancing or other event shall not be consummated or shall otherwise be delayed. (iv) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.07(a) in a manner determined at the discretion of the Lead Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity). (v) Notwithstanding anything in any Loan Document to the contrary, in addition to the terms set forth in Sections 2.05(a)(i) and (a)(ii) and 10.07, so long as no Event of Default has occurred and is continuing, any Company Party may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such prepayment) (or any Borrower or any of its Subsidiaries may purchase such outstanding Loans and in the case of any Borrower and each Restricted Subsidiary immediately cancel them) without premium or penalty on the following basis: (A) Any Company Party shall have the right to make a voluntary prepayment or purchase of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment or purchase, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(v) and without premium or penalty. (B) (1) Any Company Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent (with a copy to the Administrative Agent, if the Administrative Agent is not acting as Auction Agent hereunder) with five Business Days’ notice in the form of a Specified Discount Prepayment Notice (or such shorter period as agreed by the Auction Agent); provided that (I) any such offer shall be made available, at the sole discretion of the Company Party, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (or purchased) (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(v)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $500,000 and whole increments of $500,000 in excess thereof and (IV) unless rescinded pursuant to clause (iii) above, each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (or such later date specified therein) (the “Specified Discount Prepayment Response Date”).

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.03(d2.05(b)(vii)); provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 p.m. 12:00 noon (New York, New York Time)time in the case of Loans denominated in Dollars or London, England time in the case of Loans denominated in an Alternative Currency) (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) four (4) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in an Alternative Currency and (yC) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (b2) any partial prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (c3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding (it being understood that Base Rate Loans shall be denominated in Dollars only). Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and the payment amount specified in such notice shall be due and payable on the date specified therein. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of principal of, and interest on, Alternative Currency Revolving Credit Loans shall be made in the relevant Alternative Currency (even if the Borrower is required to convert currency to do so). Each prepayment of the Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan All Swing Line Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied denominated in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Dollars only. (iiiii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of the Term applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed. (iv) Voluntary prepayments of Term Loans shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.07(a) in a manner determined at the discretion of the Borrower and specified in the notice of prepayment.

Optional. (i) The Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans made to such Borrower, in each case, in whole or in part without premium or penalty (subject to Section 2.03(d))penalty; provided that (aA) such notice must be received by the Administrative Agent not later than 2:00 12:00 p.m. (New York Timenoon), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y2) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (bB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility)such prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied among the Facilities in direct order of maturities to such amounts and, in the principal repayment installments (or proportional fractions thereof) applicable to each case of the Term Loans pursuant to Sections 2.05(a) or Loan Facilities, in such order of maturity, as otherwise directed the relevant Borrower may direct in its sole discretion. Other than as set forth in Section 10.07(k), each prepayment made by the Borrower; and each such prepayment a Borrower in respect of a particular Facility shall be paid to the Administrative Agent for the account of (and to be promptly disbursed to) the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Borrower may, upon notice to the Administrative Facility Agent, at any time or from time to time voluntarily prepay any Class of Term the Loans or Incremental First Lien Term Loans and/or terminate the Commitments in whole or in part (provided, however, prior to the Financial Closing Date, the Borrower shall be permitted to reduce the Commitments in part but not in whole) without premium or penalty subject however to (subject to x) any breakage costs due in accordance with Section 2.03(d))2.07 and (y) the payment of any accrued Commitment Fees and the fees set forth in the Fee Letters; provided that (ai) in the case of LIBO Rate Loans, such notice must be received by the Administrative Facility Agent not later than 2:00 p.m. (11:00 a.m., New York Time)City time, (x) three (3) Business Days prior to any date of prepayment or termination, (ii) in the case of Eurodollar Alternate Base Rate Loans and (y) Swingline Loans, such notice must be received by the Facility Agent not later than 11:00 a.m., New York City time, one (1) Business Day prior to the any date of prepayment or three (3) Business Days prior to any date of Base Rate Loans; termination and (biii) any partial prepayment of Eurodollar Rate the Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal an aggregate minimum amount of $500,000 or a whole multiple and in integral multiples of $500,000 in excess thereof orthereof, in each case, or if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment or termination and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are and/or Commitments to be prepaid, the Interest Period(s) of such Term Loansterminated. The Administrative Facility Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion share of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility)or termination. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)ratable share. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Borrower may, upon notice in the form of a Prepayment Notice delivered to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Revolving Credit Loans in whole or in part without premium or penalty (subject other than, (x) in the case of any Eurodollar Rate Loan, any amounts required pursuant to Section 2.03(d)3.05 and (y) in the case of any Term Loans, any premium contained in the applicable Joinder Agreement or Refinancing Amendment); provided that (aA) such notice must be received by the Administrative Agent not later than 2:00 12:00 p.m. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans or CDOR Rate Loans and (y2) one (1) Business Day prior to the any date of prepayment of Base Rate Loans; (bB) any prepayment of Eurodollar Rate Loans and CDOR Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (i) the date and amount of such prepayment and (ii) the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans or CDOR Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share Applicable Percentage in respect of the Term relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any voluntary prepayment of a Eurodollar Rate Loan pursuant to this Section 2.05(a)(i) shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts if required pursuant to Section 3.05. Subject to Section 2.13, each Each such prepayment of the any outstanding Term Loans pursuant to this Section 2.03(a2.05(a)(i) shall be applied as between Facilities as directed by the Borrower and, within any given Facility, shall be applied as directed by the Borrower to the installments thereof (or, if no such direction is provided, in direct order of maturities maturity). Subject to the principal repayment installments (or proportional fractions thereofSection 2.16, all payments made pursuant to this Section 2.05(a)(i) applicable shall be applied on a pro rata basis to each Lender holding Loans of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders applicable Facility being prepaid in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)the principal amount of the applicable Term Loans held thereby. (ii) Notwithstanding anything The Borrower may, upon notice in the form of a Swing Line Loan Prepayment Notice delivered to the contrary contained Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in this Agreementwhole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $500,000 and in integral multiples of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if shall make such prepayment would have resulted from a refinancing of and the Term Facility, which refinancing payment amount specified in such notice shall not be consummated or shall otherwise be delayeddue and payable on the date specified therein.

Optional. (i) The Borrower may, upon notice to the Joint Administrative AgentAgent pursuant to delivery to the Joint Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Revolving Loans in whole or in part without premium or penalty (subject to Section 2.03(d))3.05; provided that that, unless otherwise agreed by the Joint Administrative Agent, (aA) such notice must be received by the Joint Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y2) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (bB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Joint Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share Applicable Percentage in respect of the Term Revolving Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.132.15, each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Applicable Percentages in respect of each of the relevant Facilities. (ii) Notwithstanding anything to At any time the contrary contained Autoborrow Agreement is not in this Agreementeffect, the Borrower may rescind may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Joint Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Joint Administrative Agent not later than 1:00 p.m. on the date of prepayment under Section 2.03(a)(ithe prepayment, and (B) if any such prepayment would have resulted from shall be in a refinancing minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the Term Facilityentire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, which refinancing the Borrower shall not make such prepayment and the payment amount specified in such notice shall be consummated or due and payable on the date specified therein. Any prepayment of principal shall otherwise be delayedaccompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Optional. (i) The Borrower maymay elect to prepay, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty part, any of the Revolving Borrowings owing by it to the Revolving Lenders, after giving prior written notice of such election by (subject to Section 2.03(d)); provided that (ai) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (xtime) at least three (3) Business Days prior to any before such prepayment date in the case of prepayment Revolving Borrowings which are comprised of Eurodollar Eurocurrency Rate Loans Loans, and (yii) one 11:00 a.m. (1New York time) Business Day prior to on the date of such prepayment (which shall be a Business Day), in the case of Revolving Borrowings which are comprised of Base Rate Loans, in each case to the Administrative Agent stating the proposed date and aggregate principal amount of such prepayment. If any such notice is given, the Administrative Agent shall give prompt notice thereof to each Applicable Lender, and the Borrower shall prepay the Loans comprising part of such Revolving Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice; (b) any provided, however, that each partial prepayment of Eurodollar Rate Loans any Revolving Borrowing shall be in a an aggregate principal amount of not less than $1,000,000 or a whole multiple of $1,000,000 2,500,000 and in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple integral multiples of $500,000 in excess thereof orthereof. Notwithstanding the foregoing, any notice given under this Section 2.08(b)(i) may state that such notice is conditioned upon the occurrence of one or more events specified therein, in each case, if less, the entire principal amount thereof then outstanding. Each which case such notice shall specify may be revoked by the Borrower (by notice to the Administrative Agent at least one (1) day prior to the specified date and amount of prepayment) if such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid condition is not satisfied and, if Eurodollar Rate Loans are to be prepaidso revoked, the Interest Period(s) no prepayment on account of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall required to be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed made by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Borrower hereunder. (ii) Notwithstanding anything The Borrower may elect to prepay, in whole or in part, any of the Term Borrowings owing by it to the contrary contained Term Lenders, after giving prior written notice of such election by (i) 11:00 a.m. (New York time) at least three (3) Business Days before such prepayment date in this Agreementthe case of Term Borrowings which are comprised of Eurocurrency Rate Loans, and (ii) 11:00 a.m. (New York time) on the date of such prepayment (which shall be a Business Day), in the case of Term Borrowings which are comprised of Base Rate Loans, in each case to the Administrative Agent stating the proposed date and aggregate principal amount of such prepayment. If any such notice is given, the Administrative Agent shall give prompt notice thereof to each Applicable Lender, and the Borrower may rescind shall prepay the Loans comprising part of such Term Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice; provided, however, that each partial prepayment of any Term Borrowing shall be in an aggregate principal amount not less than $2,500,000 and in integral multiples of $500,000 in excess thereof. Notwithstanding the foregoing, any notice given under this Section 2.08(b)(ii) may state that such notice is conditioned upon the occurrence of prepayment under Section 2.03(a)(ione or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent at least one (1) day prior to the specified date of prepayment) if such condition is not satisfied and, if so revoked, no prepayment would have resulted from on account of such notice shall be required to be made by the Borrower hereunder. In the event of any prepayment under this Section 2.08(b)(ii), if such prepayment is made solely with Net Debt Proceeds of an incurrence of Debt or with Equity Issuance Proceeds, such prepayment shall be accompanied by a refinancing prepayment premium equal to 1.00% of the principal amount of the Term FacilityLoans then being prepaid if such prepayment is made prior to December 31, which refinancing shall not be consummated 2012. No prepayment premium will apply to prepayments of the Term Loans under this Section 2.08(b)(ii) occurring on or shall otherwise be delayedafter December 31, 2012.

Optional. (i) The Subject to Section 2.3(a)(ii), the Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to Section 2.03(d))penalty; provided that (aA) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Term Loans and (y2) one (1) Business Day prior to on the date of prepayment of Base Rate Term Loans; (bB) any prepayment of Eurodollar Rate Term Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (cC) any prepayment of Base Rate Term Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) Class of Term Loans to be prepaid and, if Eurodollar Rate Term Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice53 (ii) Notwithstanding the foregoing, and in the event that, on or prior to the date which is twelve (12) months after the Closing Date (the “Prepayment Premium Period”), the Borrower (A) prepays, refinances, substitutes or replaces any Initial Term Loans pursuant to a Repricing Transaction, or (B) effects any amendment of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility). If such notice is given by the Borrowerthis Agreement resulting in a Repricing Transaction, the Borrower shall make pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (A), a prepayment premium of 1.00% of the aggregate principal amount of the Initial Term Loans so prepaid, refinanced, substituted or replaced and (y) in the case of clause (B), a fee equal to 1.00% of the aggregate principal amount of the applicable Initial Term Loans outstanding immediately prior to such prepayment and amendment. If, at any time during the payment Prepayment Premium Period, all or any portion of the Initial Term Loans held by any Non-Consenting Lender are prepaid, refinanced, substituted or replaced pursuant to Section 11.13 as a result of, or in connection with, such Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment in connection with a Repricing Transaction, such prepayment, refinancing, substitution or replacement will be made at 101% of the principal amount specified in so prepaid, repaid, refinanced, substituted or replaced. All such notice amounts shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan effectiveness of such Repricing Transaction; provided that, for the avoidance of doubt, the Borrower shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall not be subject to the requirements of this Section 2.03(d). (ii2.3(a)(ii) Notwithstanding anything with respect to any Repricing Transaction occurring after the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing end of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayedPrepayment Premium Period.

Optional. (i) The Borrower may, upon notice substantially in the form of Exhibit I to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to Section 2.03(d))penalty; provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 p.m. (New York Time), A) 12:00 noon (xChicago time) three (3) U.S. Government Securities Business Days prior to any date of prepayment of Eurodollar Rate SOFR Loans and (yB) one 11:00 a.m. (1Chicago time) Business Day prior to on the date of prepayment of Base Rate LoansABR Loans (or, in each case, such shorter period as the Administrative Agent shall agree); (b2) any prepayment of Eurodollar Rate SOFR Loans shall be (x) in a principal amount of $1,000,000 3,000,000, or (y) a whole multiple of $1,000,000 in excess thereof; and (c3) any prepayment of Base Rate ABR Loans shall be (x) in a principal amount of $500,000 500,000, or (y) a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Tranche of Loans to be prepaid, the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate SOFR Loans are to be prepaid, the Interest Period(s) of such Term Loans (except that if the class of Loans to be prepaid includes both (i) ABR Loans and (ii) SOFR Loans, absent direction by the Borrower, the applicable prepayment shall be applied first to ABR Loans to the full extent thereof before application to SOFR Loans, in a manner that minimizes the amount payable by the Borrower in respect of such prepayment pursuant to Section 3.06, to the extent applicable). The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share ratable share of the Term relevant Facility). If such notice is given by the Borrower, subject to clause (ii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate SOFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to to, if applicable, Section 3.053.06. Subject to Section 2.132.17, each prepayment of the outstanding Term Loans Loan Tranches pursuant to this Section 2.03(a2.05(a) shall be applied to the Term Loan Tranche or Term Loan Tranches designated on such notice on a pro rata basis within such Term Loan Tranche. Subject to Section 2.17, each prepayment of an outstanding Term Loan Tranche pursuant to this Section 2.05(a) shall be applied to the remaining amortization payments of such Term Loan Tranche as directed by the Borrower (or, if the Borrower has not made such designation, in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid maturity), but, in any event, on a pro rata basis to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)within such Term Loan Tranche. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.05(a)(i) may state that it 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 or extended by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall condition is not be consummated or shall otherwise be delayedsatisfied.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to Section 2.03(d))penalty; provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 p.m. 12:00 noon (New York, New York Time), time) (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (yB) one (1) Business Day prior to the date of any prepayment of Base Rate Loans; (b2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof in the case of Loans; (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding and (4) in the case of any Repricing Event (as defined below) with respect to all or any portion of the Loans, a prepayment premium of (x) 2.00% shall apply to any principal amount of the Loans subject to such Repricing Event during the first twelve-month period after the Closing Date and (y) 1.00% shall apply to any principal amount of the Loans subject to such Repricing Event following the first twelve-month period after the Closing Date and during the second twelve-month period after the Closing Date. A “Repricing Event” means (A) any prepayment or repayment of the Loans, with the proceeds of, or any conversion of the Loans, into, any new or replacement tranche of term loans bearing interest at an effective interest rate less than the effective interest rate applicable to the Loans, and (B) any amendment to this Agreement that reduces the effective interest rate applicable to the Loans, (with “effective interest rate” as the effective yield determined by taking into account the applicable interest rate margins, interest rate benchmark floors, original issue discount and upfront fees, which shall be deemed to constitute like amounts of original issue discount, being equated to interest rate margins in a manner consistent with generally accepted financial practice). Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility)such prepayment. If such notice is given by the a Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13the pro rata application within any Class of Loans, the Borrower may allocate each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order its sole discretion among the Class or Classes of maturities Loans as the Borrower may specify, subject only to the principal repayment installments (or proportional fractions thereof) applicable to each of following limitations: the Borrower may not prepay Extended Term Loans of any Term Extension Series pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(dunless such prepayment is accompanied by at least a pro rata prepayment of Loans of the Existing Term Loan Class from which such Extended Term Loans were exchanged (or such Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) Notwithstanding anything to . For the contrary contained in this Agreementavoidance of doubt, the Borrower may rescind any notice prepay Loans of prepayment under an Existing Term Loan Class pursuant to this Section 2.03(a)(i) if without any requirement to prepay Extended Term Loans that were exchanged from such prepayment would have resulted from a refinancing Existing Term Loan Class. Table of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayed.Contents

Optional. (i) The TheSubject to Section 2.05(a)(iii), the Borrower may not voluntarily prepay the NM Term Loans in whole or in part at any time prior to the Scheduled Termination Date. (ii) Subject to Section 2.07(b) and the last sentence of this Section 2.05(a)(ii), the Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term the Roll-Up Loans in whole or in part without premium or penalty (subject to Section 2.03(d))the payment of the Payment Premium concurrently therewith; provided that (aA) such notice must be received by the Administrative Agent not later than 2:00 p.m. 10:00 a.m. (New York Time), time) (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y2) one (1) Business Day day prior to the date of prepayment of Base Rate Loans; (bB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of at least $1,000,000 500,000 or a whole multiple of $1,000,000 500,000 in excess thereofthereof (or, if less, the entire principal amount of the respective Borrowing); and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term FacilityApplicable Percentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject 3.05 and Section 2.07(b), as applicable. (iii) Notwithstanding any other provision of this Agreement to Section 2.13the contrary, each prepayment the Lenders agree that upon the delivery by the Required Lenders (or the Administrative Agent at the direction of the outstanding Term Loans pursuant Required Lenders) to this Section 2.03(a) the Borrower of written notice of the occurrence or declaration of an Event of Default (it being agreed by the Lenders that no remedies shall be applied exercised in direct order respect of maturities such Event of Default prior to the principal repayment installments date of such written notice or declaration), the Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time repay all (or proportional fractions thereofand not less than all) applicable to each of the accrued and unpaid Obligations outstanding at such time (including the Outstanding Amount of the Term Loans) subject to the payment of the Payment Premium and the Exit Fee concurrently therewith; provided that such notice must be received by the Administrative Agent not later than 10:00 a.m. (New York time) (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans pursuant and (2) one (1) Business Day prior to Sections 2.05(athe date of prepayment of Base Rate Loans (the “Prepayment Notice”); provided further that, notwithstanding any provision of the Prepetition Intercreditor Agreement, the Lenders’ consent to a prepayment made under this Section 2.05(a)(iii) only pertains to prepayments funded with the proceeds of debtor-in-possession financing provided, in whole or as otherwise directed in part, by institutions, or affiliates or funds related to such institutions, who also hold the Second Lien Notes (collectively, the “Second Lien Noteholders” and such debtor -in -possession financing, a “Second Lien Noteholder Refinancing DIP Facility”). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage). If such notice is given by the Borrower; and each , the Borrower shall make such prepayment and the payment amount specified in such notice shall be paid to due and payable no later than twenty (20) Business Days after receipt of such notice. Notwithstanding any other terms of this Agreement or the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) Notwithstanding anything to the contrary contained in this Prepetition Intercreditor Agreement, the Lenders hereby acknowledge and consent to the rights of the Borrower may rescind and the Second Lien Noteholders in this clause (iii), and Lenders further agree that they will not raise any notice objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting) any Second Lien Noteholder Refinancing DIP Facility for any reason (including on the basis of prepayment any provision of the Prepetition Intercreditor Agreement). If for any reason the roll-up of the balance of the Prepetition First Lien Obligations outstanding as of the date of the entry of the Final Financing Order under Section 2.03(a)(i2.01(c) if such prepayment would have resulted from a refinancing is not permitted or the Prepetition First Lien Obligations or the Liens securing the Prepetition First Lien Obligations remain outstanding for any reason after the Final Financing Order Roll Date, (A) the claims and liens in respect of the Term FacilitySecond Lien Noteholder Refinancing DIP Facility shall remain junior to the Prepetition First Lien Obligations and the liens securing the Prepetition First Lien Obligations and the Prepetition First Lien Lenders shall be satisfied with the adequate protection in respect thereof or as may be provided by an order of the Bankruptcy Court. Notwithstanding anything herein to the contrary, which refinancing shall not be consummated or shall otherwise be delayedthe Secured Parties may waive any Event of Default giving rise to the prepayment right in this Section 2.05(a)(iii) at any time prior to the receipt of the Prepayment Notice.

Optional. (i) The Borrower Borrowers may, upon notice to the Administrative Agent from the Borrower Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.03(d))penalty; provided that except with respect to prepayments in accordance with Section 4.04(c), (aA) such notice must be received by the Administrative Agent not later than 2:00 p.m. 12:00 P.M. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate LIBOR Loans and (y2) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (bB) any prepayment of Eurodollar Rate LIBOR Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof, and shall be accompanied by payment of all amounts due under Section 3.05; and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. During a Dominion Trigger Period, there shall be no minimum repayment amount for Base Rate Loans. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate LIBOR Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share Applicable Percentage in respect of the Term relevant Facility). If such notice is given by the BorrowerBorrower Agent, the Borrower 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 Eurodollar Rate LIBOR Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.132.17, each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Applicable Percentages in respect of each of the relevant Facilities. (ii) Notwithstanding anything The Borrowers may, upon notice to the contrary contained Swing Line Lender (with a copy to the Administrative Agent) from the Borrower Agent, at any time or from time to time, voluntarily prepay Swing Line Loans in this Agreementwhole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 P.M. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower Agent, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if Borrowers shall make such prepayment would have resulted from a refinancing of and the Term Facility, which refinancing payment amount specified in such notice shall not be consummated or shall otherwise be delayeddue and payable on the date specified therein.

Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Incremental First Lien Term Loans Classes in whole or in part without premium or penalty (subject to penalty, except as set forth in Section 2.03(d)2.05(a)(vi); provided that (a1) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:30 a.m. (New York Time), City time) (xA) three two (32) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans (unless otherwise agreed by the Administrative Agent) and (yB) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (b2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $1,000,000 1,000,000, or a whole multiple of $1,000,000 100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; and (c3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Term Facility)such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be be, as set forth in Section 2.05(c), accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, In the case of each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied 2.05(a), the Borrower may in direct its sole discretion select the Borrowing or Borrowings (and the order of maturities maturity of principal payments) to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; be repaid, and each such prepayment payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments Shares or other applicable share provided for under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Agreement. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $10,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all or a portion of the Term applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed. (iv) Voluntary prepayments of any Class of Term Loans permitted pursuant to Section 2.05(a)(i) shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.07(a) in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity). (v) Notwithstanding anything in any Loan Document to the contrary, so long as (x) no Default or Event of Default has occurred and is continuing and (y) no proceeds of Revolving Credit Loans or Swing Line Loans are used for this purpose, any Company Party may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such prepayment) on the following basis: (A) Any Company Party shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(v). (B) (1) Any Company Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five (5) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Company Party, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable Class, the Class or Classes of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(v)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., on the third Business Day after the date of delivery of such notice to such Lenders (which date may be extended for a period not exceeding three (3) Business Days upon notice by the Company Party to, and with the consent of, the Auction Agent) (the “Specified Discount Prepayment Response Date”).

Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to CHAR1\1485063v6 delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to Section 2.03(d))3.05; provided that that, unless otherwise agreed by the Administrative Agent, (aA) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y2) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (bB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 250,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share Applicable Percentage in respect of the Term relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Each Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term and Revolving Credit Loans in whole or in part without premium or penalty (subject except (x) in the case of Loans other than Base Rate Loans, amounts payable pursuant to Section 2.03(d3.05 and (y) with respect to Term B Loans, as set forth in Section 2.05(c)); provided that (ai) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (xA) three (3) Business Days prior to any date of prepayment of Eurodollar Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of XXXXX Rate Loans and or Eurocurrency Rate Loans denominated in Alternative Currencies, (yC) one (1) Business Day prior to on the date of prepayment of Base Rate Loans and (D) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans; (bii) any prepayment of Eurodollar Rate Term SOFR Loans or Daily Simple SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (civ) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans or Term SOFR Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility)prepayment. If such notice is given by the BorrowerCompany, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of (x) a Eurodollar Eurocurrency Rate Loan, Term SOFR Loan, XXXXX Rate Loan or Daily Simple SOFR Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject 3.05 and (y) Term B Loans hereunder shall be subject to Section 2.13, each 2.05(c). Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied in direct order (x) as among the different Classes of maturities Term Loans, as directed by the Company and (y) with respect to a specific Class of Term Loans, to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or thereof as otherwise directed by the BorrowerCompany. Each prepayment of other Term Loans established or extended pursuant to Section 2.17, 2.18 or 2.19 shall be applied as set forth in the applicable Additional Credit Extension Amendment; and each provided that any such Additional Credit Extension Amendment shall not permit prepayments of Extended Term Loans established pursuant to Section 2.19 to be applied on a greater than pro rata basis than the Class of Term Loans being extended. The prepayment of Revolving Credit Loans shall be made on a pro rata basis across all Revolving Credit Loans (except, with respect to Revolving Credit Loans established pursuant to Section 2.17, 2.18 or 2.19, to the extent that any applicable Additional Credit Extension Amendment provides that the Revolving Credit Loans established thereunder shall be entitled to less than pro rata treatment). Each such prepayment under this Section 2.05(a)(i) shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d)Applicable Percentages in respect of each of the relevant Facilities. (ii) Notwithstanding anything The Company may, upon notice to the contrary contained Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in this Agreementwhole or in part without premium or penalty; provided that (x) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (y) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if Company shall make such prepayment would have resulted from a refinancing of and the Term Facility, which refinancing payment amount specified in such notice shall not be consummated or shall otherwise be delayeddue and payable on the date specified therein.

Optional. (i) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time time, voluntarily prepay any Class of the Term Loans or Incremental First Lien of any Tranche (subject to Section 2.18 in the case of any Extended Term Loans) and/or Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.03(d))penalty; provided that (aA) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (y2) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (bB)) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility)such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.053.07. Subject to Section 2.13, each Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a2.06(a) shall be applied among the Facilities in such amounts as the Borrower may direct order in its sole discretion; provided that any such prepayment of maturities to any Class of Term Loans shall be applied against the principal repayment installments (or proportional fractions thereof) applicable to each of then remaining scheduled amortization payments under the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such in order of their maturities. Each prepayment in respect of a particular Facility shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) [Reserved.] (iii) The Borrower may, upon notice to the Swing Line Lenders (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lenders and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, (B) any such prepayment shall be in a minimum principal amount of the lesser of $100,000 and the total principal amount of the Swing Line Loans then outstanding and (C) any such prepayment shall be applied ratably to the outstanding Swing Line Loans held by the respective Swing Line Lenders. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the 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. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.06(a)(i) or 2.06(a)(iii) may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (v) [Reserved.] (vi) In the event that, on or prior to the date that is 6 months after the First Amendment Effective Date, the Borrower (x) prepays, repays, refinances, substitutes or replaces any Term B Loans in connection with a Repricing Event (including, for the avoidance of doubt, any prepayment would have resulted from made pursuant to Section 2.06(b)(ii) that constitutes a refinancing Repricing Event) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Event, the Borrower shall pay to the Administrative Agent for the ratable account of each of the applicable Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Term FacilityB Loans so prepaid, which refinancing repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Term B Loans that are the subject of such Repricing Event outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Event; provided, however, that for the avoidance of doubt, in the case of the exercise by the Borrower of its rights under Section 11.01(f) in connection with a Repricing Event effected through an amendment, the prepayment premium described in the immediately preceding clause (I) shall be payable to any Lender replaced or repaid pursuant to Section 11.01(f) (and not be consummated or shall otherwise be delayedany Person who replaces such Lender) in respect of the Term B Loans assigned pursuant to Section 11.01(f) immediately prior to such Repricing Event.

Optional. (i) The Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium (except as set forth in Section 2.05(a)(iii)) or penalty (subject to Section 2.03(d))penalty; provided that (aA) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y2) one (1) Business Day prior to the any date of prepayment of Base Rate Loans; (bB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share Applicable Percentage in respect of the Term relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term Loan and any Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each Each prepayment of the outstanding any Class of Term Loans (other than the Initial Term Loans) pursuant to this Section 2.03(a2.05(a) shall be applied as set forth in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each Additional Borrowing Amendment. Each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Initial Term Facility pursuant to this Section 2.05(a)(i) during the period from the Initial Funding Date through the date ten Business Days thereafter. (ii) [Reserved]. (iii) If any Initial Term Loans are voluntarily prepaid pursuant to Section 2.05(a)(i) or mandatorily prepaid pursuant to Section 2.05(b)(iii) prior to the third anniversary of the Initial Funding Date, such prepayments shall be made at (x) 103% of the aggregate principal amount of Initial Term Loans prepaid if such prepayment occurs prior to the first anniversary of the Initial Funding Date, (y) 102% of the aggregate principal amount of Initial Term Loans prepaid if such prepayment occurs on or after the first anniversary of the Initial Funding Date but prior to the second anniversary of the Initial Funding Date and (z) 101% of the aggregate principal amount of Initial Term Loans prepaid if such prepayment occurs on or after the second anniversary of the Initial Funding Date but prior to the third anniversary of the Initial Funding Date. If, on or prior to the third anniversary of the Initial Funding Date, any Lender that is a Non-Consenting Lender is replaced pursuant to Section 11.14 in connection with any amendment, amendment and restatement or other modification of this Agreement, such Lender (and not any Person who replaces such Lender pursuant to Section 11.14) shall receive the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) premium described in the preceding sentence with respect to its Initial Term Loans as if such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayedit were being prepaid.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to Section 2.03(d)); provided that (a) such notice must be received by the Administrative Agent not later than 2:00 p.m. (New York Time), (x) three (3) Business Days prior to any date of prepayment of Eurodollar Rate RateTerm SOFR Loans and (y) one (1) Business Day prior to the date of prepayment of Base Rate Loans; (b) any prepayment of Eurodollar Rate RateTerm SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate RateTerm SOFR Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate RateTerm SOFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Borrower Borrowers may, upon notice to the Administrative AgentAgent (which may be provided by the Parent Borrower on behalf of the Co-Borrower), at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term owing by it and, in the case of the Parent Borrower, Revolving Credit Loans owing by it in whole or in part without premium or penalty (subject to Section 2.03(d))penalty; provided that (aA) such notice must be received by the Administrative Agent not later than 2:00 p.m. 12:00 noon (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y2) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (bB) any partial prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to and the payment amount specified in such notice shall be prepaid, due and payable on the Interest Period(s) of such Term Loansdate specified therein. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of such prepayment. Any prepayment of a Eurodollar Rate Loan or of a Term Loan which is a Base Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 2.09(c) or Section 3.05. Each prepayment of the Term FacilityLoans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) The Parent Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent). If , at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice is given must be received by the BorrowerSwing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, if less, the Borrower entire principal amount thereof then outstanding. Each such notice shall make specify the date and amount of such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (iiiii) Notwithstanding anything to the contrary contained in this Agreement, the a Borrower may rescind any notice of prepayment under Section 2.03(a)(i2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Term FacilityFacilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) Voluntary prepayments of Term Loans shall be applied to the remaining scheduled installments of principal owing by that Borrower in respect thereof pursuant to Section 2.07(a) in a manner determined at the discretion of such Borrower and specified in the notice of prepayment.

Optional. (i) The Borrower Borrowers may, upon notice to the Administrative AgentAgent in the form of a Prepayment Notice, at any time or from time to time time, voluntarily prepay any Class of Term Loans or Incremental First Lien Term the Loans in whole or in part without premium or penalty (penalty, subject to Section 2.03(dclause ((D))) below; provided that that: (aA) such notice Prepayment Notice must be received by the Administrative Agent (1) not later than 2:00 1:00 p.m. (or such later time as may be agreed by the Administrative Agent in its reasonable discretion) (New York Time), (xCity time in the case of Loans denominated in Dollars) three (3) Business Days prior to any date of prepayment of Eurodollar Term SOFR Rate Loans and (y2) not later than 1:00 p.m. (or such later time as may be agreed by the Administrative Agent in its reasonable discretion) one (1) Business Day prior to the any date of prepayment of Base Rate Loans; ; (bB) any prepayment of Eurodollar Term SOFR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and thereof or, if less, the entire principal amount thereof then outstanding; (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding (it being understood that Base Rate Loans shall be denominated in Dollars only); and (D) any prepayment of Initial Term Loans made on or prior to the date that is twelve months after the Closing Date shall be accompanied by the payment of the fee described in Section 2.08(d), if applicable. Each such notice Prepayment Notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice each Prepayment Notice shall be due and payable on the date specified therein. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of a Prepayment Notice and of the amount of such Lender’s Pro Rata Share of such prepayment; provided, “non-consenting” Lenders may be repaid on a non-pro rata basis in connection with an Extension Offer or a Refinancing Amendment and Disqualified Lenders or Net Short Lenders may be repaid on non-pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d2.04(c). (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower Representative may rescind rescind, in whole or in part, any notice of prepayment under Section 2.03(a)(i) 2.04(a)(i), if such prepayment would have resulted from a refinancing of all or a portion of the Term Facility, applicable Facility which refinancing shall not be consummated or shall otherwise be delayed. (iii) Voluntary prepayments of Term Loans permitted hereunder shall be applied in a manner determined at the discretion of the Borrower Representative and specified in the notice of prepayment (and absent such direction, in direct order of maturity) and may be applied to any Class or Classes of Term Loans at the sole discretion of the Borrower Representative. (iv) Notwithstanding anything in any Loan Document to the contrary (including Section 2.12), (A) the Borrowers may prepay the outstanding Term Loans of any Lender on a non-pro rata basis at or below par with the consent of only such Lender and (B) the Borrowers may prepay Term Loans of one or more Classes below par on a non-pro rata basis in accordance with the auction procedures set forth on Exhibit L; provided that, in each case, no Event of Default has occurred and is continuing or would result therefrom and if the proceeds of loans under the ABL Credit Facility are used to finance such prepayment, immediately after giving effect to such prepayment and on a Pro Forma Basis for such prepayment, the Payment Conditions have been satisfied.

Optional. (i) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay any Class of the Term Loans or Incremental First Lien Term and Revolving Credit Loans in whole or in part without premium or penalty (subject to Section 2.03(d))penalty; provided that (aA) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York Time), (x1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y2) one (1) Business Day prior to on the date of prepayment of Base Rate Loans; (bB) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (cC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s 's Pro Rata Share of the Term Facility)such prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.053.07. Subject to Section 2.13, each Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a2.05(a) shall be applied among the Facilities in direct order of maturities to such amounts and, in the principal repayment installments (or proportional fractions thereof) applicable to each case of the Term Loans pursuant to Sections 2.05(a) or in such order of maturity as otherwise directed by the Borrower; and each such Borrowers may direct in their sole discretion. Each prepayment in respect of a particular Facility shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d). (ii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of the lesser of $100,000 and the total principal amount of the Swing Line Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower Borrowers may rescind any notice of prepayment under Section 2.03(a)(i2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Term FacilityFacilities, which refinancing shall not be consummated or shall otherwise be delayed.