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 Revolving Borrowing in whole or in part without premium or penalty; provided that, (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) four (4) Business Days prior to any date of prepayment of Term SOFR Loans and (2) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans shall be in a principal amount of $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 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Loans being prepaid.

Optional. (i) The Borrower mayIf any other Event of Default shall have occurred and be continuing, upon notice to the Administrative AgentAgent shall, at any time or from time to time voluntarily prepay any Revolving Borrowing in whole or in part without premium or penalty; provided that, the direction of the Requisite Lenders: (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. declare (1) four (4) Business Days prior to any date of prepayment of Term SOFR the principal of, and accrued interest on, the Loans and the Notes at the time outstanding, (2) one (1) Business Day prior an amount equal to any the Stated Amount of all Letters of Credit outstanding as of the date of prepayment the occurrence of Base Rate Loans; such other Event of Default, and (3) all of the other Obligations, including, but not limited to, the other amounts owed to the Lenders and the Agent under this Agreement, the Notes or any of the other Loan Documents, to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower, (B) any prepayment terminate the Commitments and the obligation of Term SOFR the Lenders to make Revolving Loans shall be in a principal amount hereunder and the obligation of $5,000,000 or a whole multiple the Issuing Lender to issue Letters of $1,000,000 in excess thereof; Credit hereunder and (C) demand the deposit of cash collateral to the Collateral Account in accordance with Section 10.4 in an amount equal to the Letter of Credit Liabilities as of such date plus any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each caseaccrued and unpaid interest thereon. Further, if lessthe Agent has exercised any of the rights provided under the preceding sentence, the entire Swingline Lender shall: (x) declare the principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaidof, and accrued interest on, the date and amount of such prepayment Swingline Loans and the Type(s) Swingline Note at the time outstanding, and all of Loans the other Obligations owing to the Swingline Lender, to be prepaid andforthwith due and payable, if Term SOFR Loans are to be prepaid, whereupon 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 (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid). If such notice is given by the Borrower, the Borrower same shall make such prepayment and the payment amount specified in such notice shall be immediately become due and payable on without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on Borrower and (y) terminate the amount Swingline Commitment and the obligation of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant Swingline Lender to Section 3.05. Subject to Section 2.14, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Loans being prepaidmake Swingline Loans.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing Loans in whole or in part without premium or penaltypenalty (except as provided in clause (iv) below); provided that, that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) four (4) three Business Days prior to any date of prepayment of Term SOFR Loans and Eurocurrency Rate Loans, (2B) one on the date of prepayment of Base Rate Loans, (1C) five Business Day Days prior to any date of prepayment of Base Fixed Rate Loans; (Bii) any prepayment of Term SOFR Eurocurrency Rate Loans shall be in a principal amount of $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 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall (x) specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Facility and Type(s) of Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such LoansLoans and (y) in the case of a prepayment that is an Additional Term Loan Prepayment, such notice shall be accompanied by (I) a certificate of a Responsible Officer to the Administrative Agent, countersigned by each of the Term Loan Lenders, certifying that the requirements for such Additional Term Loan Prepayment have been satisfied and the amount of any Additional Cashless Term Loan Prepayment and (II) any other tax documentation reasonably requested by the Administrative Agent from the Borrower or any applicable Term Loan Lender. 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 (determined based on such Lender’s Applicable Percentage in respect of each the Aggregate Revolving Borrowing (Credit Commitment or portion thereof) being prepaidAggregate Term Loan Commitment, as applicable). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.053.05 (including the capitalization of any interest to be paid-in-kind). Any Additional Term Loan Prepayment of a Fixed Rate Loan shall be accompanied by all accrued interest on the amount prepaid (including the capitalization of any interest to be paid-in-kind) to the extent that such interest is permitted to be paid under Section 11.01. Subject to Section 2.142.16, each such prepayments prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities; provided that, if a joint notice signed by each Term Loan Lender in form reasonably satisfactory to the Administrative Agent is delivered to the Administrative Agent at least one Business Day prior to the date of an Additional Term Loan Prepayment, such prepayment shall be applied among the Term Loan Lenders as directed by such joint notice. (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 (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Except as set forth in clause (d) of Section 11.01 and notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Term Loan Facility (pursuant to Section 2.05(a)(i) or otherwise) until the occurrence of the Revolving Credit Facility Termination Date, provided that the Administrative Agent, in its sole discretion, may permit a prepayment in full of the Term Loan Facility on the Revolving Credit Facility Termination Date, provided further that the Administrative Agent will not release funds paid with respect to the Term Loan Facility to any Term Loan Lender until the Administrative Agent has deemed, in its reasonable discretion, that the Revolving Credit Facility Termination Date has occurred. (iv) The Administrative Agent shall apply an Additional Cashless Term Loan Prepayment by reducing the principal of the outstanding Term Loans being prepaidto be prepaid as set forth in the relevant notice described in clause (i) of this Section 2.05(a).

Optional. (i) The Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time time, voluntarily prepay the Revolving Credit Loans of any Revolving Borrowing Tranche in whole or in part without premium or penalty; provided that, that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (1) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurocurrency Rate Loans and denominated in Dollars, (2) one (1) four Business Day Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (3) on the date of prepayment of Base Rate Committed Loans; (B) any prepayment of Term SOFR Eurocurrency Rate Committed Loans shall be in a minimum principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)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 principal a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaidthereon, together with any additional amounts required pursuant to Section 3.053.06. Subject Each prepayment of the Loans pursuant to this Section 2.14, 2.06(a) shall be applied among the Facilities in such prepayments amounts as the Company may direct in its sole discretion. Each prepayment in respect of a particular Facility shall be paid to the Appropriate Lenders in accordance with their respective Revolving Pro Rata Shares. (ii) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender; provided that in connection with the repayment in full or refinancing of all of the Facilities, if any Bid Loan is outstanding at such time, the Company shall be permitted to deposit with the Administrative Agent cash or deposit account balances (or a letter of credit) pursuant to documentation reasonably satisfactory to such Bid Loan Lender in an amount equal to the sum of the outstanding principal amount of such Bid Loan and the remaining interest payments on such Bid Loan. (iii) The Company may, upon notice to the Swing Line Lenders (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lenders and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, (B) any such prepayment shall be in a minimum principal amount of the lesser of $100,000 and the total principal amount of the Swing Line Loans then outstanding and (C) any such prepayment shall be applied ratably to the outstanding Swing Line Loans held by the respective Swing Line Lenders. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Company may rescind any notice of prepayment under Section 2.06(a)(i) or 2.06(a)(iii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (v) Notwithstanding anything to the contrary contained in this Agreement, if the Company fails to make any prepayment under Section 2.06(a)(i) or Section 2.06(a)(iii) on the prepayment date specified in the applicable prepayment notice, no Default or Event of Default shall result from such failure so long as the Company makes such prepayment within one Business Day of the specified prepayment date; provided that interest shall accrue on the unpaid amount from the specified prepayment date to the date of the actual prepayment at an interest rate equal to the Base Rate plus the Applicable Margin regardless of whether the Loan being prepaidprepaid is a Base Rate Loan, a Eurocurrency Rate Loan or a Swing Line Loan, which interest shall be payable on the applicable interest payment date.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Term A Loans and Revolving Borrowing Credit Loans in whole or in part without premium or penalty; provided that, that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 300,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment with respect to each Class of Loans to be prepaid and the Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidthe 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 a notice of optional prepayment may state that such notice is conditional upon the effectiveness of any facility or instrument refinancing all or a portion of the outstanding Term A Loans or Revolving Credit Loans and Revolving Credit Commitments or upon the consummation of an acquisition transaction, in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject . (ii) Each prepayment of the outstanding Term A Loans pursuant to Section 2.142.05(a)(i) shall be applied to the then remaining principal repayment installments of the Term A Facility as the Borrower directs, such prepayments and each prepayment of Term A Loans and Revolving Credit Loans shall be paid to the Lenders in accordance with their respective Revolving Applicable Percentages in respect of each of the relevant Facilities. (iii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans being prepaidin whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay any Term Loans and Revolving Borrowing Credit Loans in whole or in part without premium or penaltypenalty (except as provided in clause (iii) below); provided thatprovided, that (A1) such notice must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (1A) four three (43) Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B2) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 5 million or a whole multiple of $1,000,000 1 million in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(sClass (or Classes) and Type (or Types) of Loans to be prepaid and, if Term SOFR Loans are and the order of Borrowing (or Borrowings) to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject In the case of each prepayment of the Loans pursuant to this Section 2.142.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such prepayments payment shall be paid to the Appropriate Lenders in accordance with their respective Revolving Pro Rata Shares. Partial prepayments of the Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) as directed by the Borrower. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaidprepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing Committed Loans in whole or in part without premium or penalty; provided that, that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1A) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2B) one (1) Business Day prior to any on the date of prepayment of Base Rate Committed Loans; (Bii) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided further that any such notice may state that such notice is conditioned upon effectiveness of other financing or the occurrence of other events, in which case such notice may be revoked by the Borrower, by notice to the Administrative Agent on or prior to the date specified therein if such condition is not satisfied. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, Each such prepayments prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Revolving Applicable Percentages. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans being prepaidin whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing Loans in whole or in part and, except as set forth below in clause (d) below, without premium or penalty; provided that, that (A1) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1New York City time) four (4A) three (3) Business Days prior to any date of prepayment of Term SOFR Eurocurrency Rate Loans and (2B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B2) any prepayment of Term SOFR Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,000 1,000,000, or a whole multiple of $1,000,000 500,000 in excess thereof; thereof and (C3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loansprepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal any Loan pursuant to this Section 2.03(a) shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a) if such prepayment would have resulted from a refinancing of the Loan, which refinancing shall not be consummated or shall otherwise be delayed. Each prepayment of Loans pursuant to this Section 2.03(a) shall be applied in an order of priority to repayments thereof required pursuant to Section 2.142.04 as directed by the Borrower and, absent such prepayments direction, shall be paid applied in direct order of maturity to the Lenders in accordance with their respective Revolving Loans being prepaidrepayments thereof required pursuant to Section 2.04.

Optional. (i) The Borrower Borrowers may, upon notice by the Parent to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing Loans in whole or in part without premium or penalty; provided that, that (A1) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 pm (1New York, New York time) four (4A) three (3) Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B2) any partial prepayment of Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 250,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (3) any prepayment of Base Rate Loans shall be in each casea principal amount of $250,000 or a whole multiple of $50,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid). 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 principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the Loans pursuant to this Section 2.14, such prepayments 2.03(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Notwithstanding anything to the contrary contained in this subsection (a), the Parent may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of all of the applicable Credit Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. (iii) Voluntary prepayments of any Term Loans permitted hereunder shall be applied as directed by the Parent. Voluntary prepayments of outstanding Revolving Loans being prepaidshall be applied pro rata to the outstanding Revolving Loans and shall not result in a permanent reduction in the Revolving Commitments.

Optional. (i) The Except as otherwise provided below in this Section 2.06(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing Term Loans, Working Capital RC Loans and Pre-Funded RC Loans in whole or in part without premium or penalty; provided that, that (A1) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:30 p.m. (1A) four three (43) Business Days prior to any date of prepayment of Term SOFR Eurocurrency Rate Loans and (2B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B2) any prepayment of Term SOFR Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and provided further, however, that, unless all Pre-Funded RC Loans are to be repaid in full and all Pre-Funded RC Commitments are to be terminated at the time of such prepayment, voluntary prepayments of Pre-Funded RC Loans only may be made with cash proceeds actually received by the Borrower after the Closing Date (including through capital contributions received from Holdings) from a Permitted Equity Issuance by Holdings or the Borrower. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment prepayment, the Class(es) and the Type(s) of Loans to be prepaid and, if and (i) in the case of a prepayment of Term SOFR Loans are to be prepaidLoans, the Interest Period(smanner in which the Borrower elects to have such prepayment applied to the remaining repayments thereof; provided that in the event such notice fails to specify the manner in which the respective prepayment of Term Loans shall be applied to repayments thereof required pursuant to Section 2.08(a), such prepayment of Term Loans shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.08(a), and (ii) in the case of a partial prepayment of Pre-Funded RC Loans, a certification that such Loansprepayment is being made with new cash equity proceeds as provided above in this Section 2.06(a). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaidthereon, together with any additional amounts required pursuant to Section 3.053.05(a). Subject Each prepayment of the Loans pursuant to this Section 2.14, such prepayments 2.06(a) shall be paid to the Appropriate Lenders in accordance with their respective Revolving 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 being prepaidin 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 2.06(a)(i) or 2.06(a)(ii) if such prepayment would have resulted from a refinancing in total of a Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Borrower Co-Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing Committed Loans in whole or in part without premium or penalty; provided that, that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Committed Loans; (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,500,000.00 or a whole multiple of $1,000,000 500,000.00 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; and (C) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 500,000.00 or a whole multiple of $100,000 100,000.00 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the BorrowerCo-Borrowers, the Borrower Co-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 principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.142.17, each such prepayments prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Revolving Applicable Percentages. (ii) The Co-Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans being prepaidin whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000.00. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Co-Borrowers, the Co-Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Subject to the last sentence of this Section 2.04(a), any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing Loans in whole or in part without premium or penalty; provided that, that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. 9:00 a.m. (1) four (4) three Business Days prior to any date of prepayment of Term SOFR Loans and Loans, (2) one (1) Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (3) on the date of prepayment of Base Rate Loans; (B) any prepayment of 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; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) Types of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) Periods of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidthe relevant Facility). If such notice is given by the any 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 principal a Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, any additional amounts required pursuant to Section 3.05. Subject Notwithstanding the foregoing, if such notice of prepayment indicates that such prepayment is to Section 2.14be funded with the proceeds of a new financing that would result in the repayment of all Obligations in connection therewith, the termination of the Loans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such prepayments shall notice of prepayment may be paid to the Lenders in accordance with their respective Revolving Loans being prepaidrevoked if such New Financing is not consummated.

Optional. (i) The Each Borrower may, upon notice by the Company to the Administrative Agent, at any time or from time to time voluntarily prepay any Term Loans or Revolving Borrowing Credit Loans in whole or in part without premium or penalty; provided that, that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR 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 (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidthe 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 principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro-rata basis. Subject to Section 2.142.17, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Applicable Percentages in respect of each of the relevant Facilities. (ii) Each Borrower may, upon notice by the Company 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 being prepaidin whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, 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.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay any Revolving Borrowing the Loans, in whole or in part part, without premium or penalty; provided that, (A) such upon irrevocable notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m. (1) four (4) 12:00 Noon, New York City time, three Business Days prior to any date thereto, in the case of prepayment of Term SOFR Loans Eurodollar Loans, and (2) no later than 2:00 p.m., New York City time, one (1) Business Day prior to any date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans shall be in a principal amount of $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 $100,000 in excess thereof orthereto, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and whether the Type(s) prepayment is of Eurodollar Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such or ABR Loans. The Upon receipt of any such notice the Administrative Agent will shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid). If any 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, together with accrued interest to such date on the amount prepaid. Any Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds of such refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by all accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Revolving Borrowing(s) being prepaidInterest Period applicable to it, together with the Borrower shall pay any additional amounts required due to the Lenders as a result thereof pursuant to Section 3.05. Subject to Section 2.14, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Loans being prepaid2.17.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Term Loans and Revolving Borrowing Credit Loans in whole or in part without premium or penalty; provided that, that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (1) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal a Loan pursuant to this Section 2.05(a) shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Term Loans pursuant to this Section 2.142.05(a) shall be applied to the principal installments thereof on a pro-rata basis, and each such prepayments prepayment shall be paid to the Lenders in accordance with their respective Revolving Applicable Percentages in respect of each of the relevant Facilities. (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 being prepaidin whole or in part without premium or penalty; provided that such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrower may, upon written notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing Committed Loans in whole or in part without premium or penalty; provided that, that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1A) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2B) one (1) Business Day prior to any the date of any prepayment of Base Rate Loans; (Bii) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided, further, that any such notice may state that such notice is conditioned upon effectiveness of other financing or the occurrence of other events, in which case such notice may be revoked by the Borrower, by notice to the Administrative Agent on or prior to the date specified therein if such condition is not satisfied. Each such notice shall be substantially in the form of Exhibit B hereto and specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, Each such prepayments prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Revolving Loans being prepaidApplicable Percentages.

Optional. (i) The Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time time, voluntarily prepay any the Term Loans and Revolving Borrowing Credit Loans in whole or in part without premium or penalty; provided that, that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. a.m. (1) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurocurrency Rate Loans and denominated in Dollars, (2) one (1) four Business Day Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (3) on the date of prepayment of Base Rate Committed Loans; (B) any prepayment of Term SOFR Eurocurrency Rate Committed Loans shall be in a minimum principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Class(es) and Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion 's Pro Rata Share of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)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 principal a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaidthereon, together with any additional amounts required pursuant to Section 3.053.07. Subject Each prepayment of the Loans pursuant to this Section 2.142.06(a) shall be applied among the Facilities in such amounts as the Company may direct in its sole discretion, provided that any such prepayments prepayment of the Term Loans shall be applied against the then remaining scheduled amortization payments under the Term Loans in order of their maturities. Each prepayment in respect of a particular Facility shall be paid to the Appropriate Lenders in accordance with their respective Revolving Pro Rata Shares. (ii) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender; provided that in connection with the repayment in full or refinancing of all of the Facilities, if any Bid Loan is outstanding at such time, the Company shall be permitted to deposit with the Administrative Agent cash or deposit account balances (or a letter of credit) pursuant to documentation reasonably satisfactory to such Bid Loan Lender in an amount equal to the sum of the outstanding principal amount of such Bid Loan and the remaining interest payments on such Bid Loan. (iii) The Company may, upon notice to the Swing Line Lenders (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans being prepaidin whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lenders and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, (B) any such prepayment shall be in a minimum principal amount of the lesser of $100,000 and the total principal amount of the Swing Line Loans then outstanding and (C) any such prepayment shall be applied ratably to the outstanding Swing Line Loans held by the respective Swing Line Lenders. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Company may rescind any notice of prepayment under Section 2.06(a)(i) or 2.06(a)(iii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time thereafter, without premium or penalty, voluntarily prepay any Term Loans and Revolving Borrowing Credit Loans in whole or in part without premium or penaltypart; provided that, that (A1) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (1New York City time) four (4A) three (3) Business Days prior to any date of prepayment of Term SOFR Eurocurrency Rate Loans and (2B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B2) any prepayment of Term SOFR Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,000 2,500,000, 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 minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided further that repayments of any Revolving Credit Loans shall be made ratably among the Class A Revolving Credit Loans and the Class B Revolving Credit Loans, other than prepayments in connection with a non-pro-rata reduction of the Revolving Credit Commitments. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Term SOFR Loans are and the order of Borrowing(s) to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject In the case of each prepayment of the Revolving Credit Loans pursuant to this Section 2.142.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such prepayments payment shall be paid to the Appropriate Lenders in accordance with their respective Revolving Loans being prepaidPro Rata Shares.

Optional. (i) The Borrower may, upon upon, subject to clause ‎(iii) below, written notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Borrowing Credit Loans in whole or in part without premium or penaltypenalty (subject to Section 2.05(a)(iv)); provided that, that (A1) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. New York City time (1A) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurocurrency Rate Loans and (2A) one (1) Business Day prior to any date of prepayment of Base Rate Loans, in each case, unless the Administrative Agent agrees to a shorter period in its discretion; (B1) any prepayment of Term SOFR Eurocurrency Rate Loans shall be in a principal amount minimum Principal Amount of $5,000,000 1,000,000, or a whole multiple of $1,000,000 250,000 in excess thereof; and (C1) any prepayment of Base Rate Loans shall be in a principal amount minimum Principal Amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount Principal Amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid; provided that from the Amendment No. 5 Effective Date until the Maturity Date with respect to the Non-Extended Revolving Credit Facility, all Revolving Credit Loans shall be prepaid and, if Term SOFR Loans are to be prepaid, on a pro rata basis between the Interest Period(s) of such LoansNon-Extended Revolving Credit Facility and the Extended Revolving Credit Facility. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereofprepayment. Subject to Section 2.05(iii) being prepaid). If below, if such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaidthereon to such date, together with any additional amounts required pursuant to Section ‎Section 3.05. Subject In the case of each prepayment of the Loans pursuant to Section 2.14this ‎Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such prepayments payment shall be paid to the Appropriate Lenders in accordance with their respective Revolving Loans being prepaidPro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing Loans in whole or in part without premium or penaltypenalty (except as provided in clause (iv) below); provided that, that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) four (4) three Business Days prior to any date of prepayment of Term SOFR Loans and Eurocurrency Rate Loans, (2B) one on the date of prepayment of Base Rate Loans, (1C) five Business Day Days prior to any date of prepayment of Base Fixed Rate Loans; (Bii) any prepayment of Term SOFR Eurocurrency Rate Loans shall be in a principal amount of $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 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Facility, Type(s) and, if applicable, Tranche, of Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each the Aggregate Revolving Borrowing (Credit Commitment or portion thereof) being prepaidAggregate Term Loan Commitment with respect to the relevant Tranche, as applicable). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Any Additional Term Loan Prepayment of a Fixed Rate Loan shall be accompanied by all accrued interest on the amount prepaid (including the capitalization of any interest to be paid-in-kind) to the extent that such interest is permitted to be paid under Section 11.01. Subject to Section 2.142.16, each such prepayments prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Tranches. (ii) [Reserved.] (iii) Except as set forth in clause (d) of Section 11.01 and notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Term Loan Facility (pursuant to Section 2.05(a)(i) or otherwise) until the occurrence of the Revolving Loans being prepaidCredit Facility Termination Date, provided that the Administrative Agent, in its sole discretion, may permit a prepayment in full of the Term Loan Facility on the Revolving Credit Facility Termination Date, provided further that the Administrative Agent will not release funds paid with respect to the Term Loan Facility to any Term Loan Lender until the Administrative Agent has deemed, in its reasonable discretion, that the Revolving Credit Facility Termination Date has occurred.

Optional. (i) The Each Borrower may, upon notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing the Loans in whole or in part without premium or penalty; provided that, that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. a.m. (1) four (4) three Business Days prior to any date of prepayment of Term SOFR Loans Eurocurrency Rate Loans, and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidthe Facility). 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 principal a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Loans pursuant to this Section 2.05(a)(i) shall be applied ratably to the Facility, and subject to Section 2.142.15, each such prepayments prepayment shall be paid to the Lenders in accordance with their respective Revolving Applicable Percentages in respect of the Facility. (ii) Either 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 being prepaidin whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay any Term Loans and Revolving Borrowing Credit Loans in whole or in part without premium or penaltypenalty (except as provided in clause (iii) below); provided thatprovided, that (A1) such notice must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (1A) four three (43) Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B2) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 51 million or a whole multiple of $1,000,000 1 million 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 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(sClass (or Classes) and Type (or Types) of Loans to be prepaid and, if Term SOFR Loans are and the order of Borrowing (or Borrowings) to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject In the case of each prepayment of the Loans pursuant to this Section 2.142.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such prepayments payment shall be paid to the Appropriate Lenders in accordance with their respective Revolving Pro Rata Shares. Partial prepayments of the Term Loans of any Class pursuant to this Section 2.05(a)(i) shall be applied to the remaining scheduled amortization installments of the Term Loans of such Class required under Section 2.07(a) as directed by the Borrower. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower (x) makes any prepayment of Term B Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term B Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term B Loans being prepaidprepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term B Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Term B Prepayment Premium”). (iv) In the event that, on or after the ETM Acquisition Closing Date and on or prior to the date specified in the Term B-1 Joinder Agreement, the Borrower (x) makes any prepayment of Term B-1 Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term B-1 Lender, the amounts set forth in the Term B-1 Joinder Agreement (in each case, the “Term B-1 Prepayment Premium”).

Optional. (i) The Borrower may, upon prior written notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing Class or Classes of Term Loans in whole or in part without premium or penaltypenalty (except as expressly set forth in Section 2.09(c)); provided that, that (A1) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1A) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurocurrency Rate Loans and (2B) one (1) Business Day prior to any the date of prepayment of Base Rate Loans; (B2) any prepayment of Term SOFR Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,000 500,000, or a whole multiple of $1,000,000 100,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Class(es) and the Type(s) of Loans to be prepaid and, if prepaid. In connection with any voluntary prepayment that is consummated in respect of all or any portion of the Term SOFR Loans are prior to be prepaidthe Prepayment Premium Date, the Interest Period(s) of such LoansBorrower shall pay to the Term Lenders the applicable fee required by Section 2.09(c). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)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. Any prepayment of principal a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaidthereon, together with any additional amounts required pursuant to Section 3.05. (ii) The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. Subject If such notice is given by the Borrower, unless rescinded, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 2.143.05. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all or any portion of the applicable Class or occurrence of another event, which refinancing or event shall not be consummated or shall otherwise be delayed. (iv) Voluntary prepayments of Term Loans permitted hereunder shall be applied (x) pro rata to each Class of Term Loans then outstanding, (y) with respect to each Class of Term Loans, to the remaining scheduled installments of principal of each Class following the date of such prepayment as set forth in Section 2.07(a) in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity), and (z) each such prepayment shall be paid to the Lenders in accordance with their respective Revolving Pro Rata Shares of such prepayment. (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 Default or Event of Default has occurred and is continuing, any Company Party may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such prepayment) (or Holdings or any of its Subsidiaries may purchase such outstanding Loans and immediately cancel them) without premium or penalty on the following basis: (A) Any Company Party shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to the Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(v) and without premium or penalty (except as provided in Section 2.09(c)). (B) (1) Any Company Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five Business Days’ notice in the form of a Specified Discount Prepayment Notice (or such shorter period as agreed by the Auction Agent); provided that (I) any such offer shall be made available, at the sole discretion of the 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 prepaidunderstood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(v)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $2,500,000 and whole increments of $500,000 in excess thereof and (IV) unless rescinded, each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (or such later date specified therein) (the “Specified Discount Prepayment Response Date”).

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Term Loans and Revolving Borrowing Credit Loans in whole or in part without premium or penalty; provided that, that (A1) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:30 p.m. (1A) four three (43) Business Days prior to any date of prepayment of Term SOFR Eurodollar Loans and (2B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B2) any prepayment of Term SOFR Eurodollar Loans shall be in a principal amount of $5,000,000 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 $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding, (4) each prepayment of Term Loans pursuant to this Section 2.05(a)(i) shall be applied first, to the outstanding principal balance of Tranche B-1 Term Loans, second, to the outstanding principal balance of the Tranche B-2 Term Loans and, subject to clause (6) below, third, to the outstanding principal balance of the Tranche B-3 Term Loans, (5) any such voluntary prepayment of the Tranche B-1 Term Loans or Tranche B-2 Term Loans shall be applied to the remaining scheduled principal payments thereof in reverse order of maturity and (6) no voluntary prepayment of the Tranche B-3 Term Loans shall be permitted prior to December 31, 2012 unless (x) the Release Conditions shall be satisfied on the date of such prepayment and (y) the Fixed Rate Conversion Effective Date has not occurred prior to the date of such prepayment. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal a Eurodollar Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the Loans pursuant to this Section 2.14, such prepayments 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Revolving 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 being prepaidin 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 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be 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 prepay any Term Loans and Revolving Borrowing Credit Loans in whole or in part without premium or penalty; provided that, that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR 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 (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidthe 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 principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Term Loans pursuant to this Section 2.142.05(a) shall be applied in the following order (x) first, to the principal repayment installments thereof in direct order of maturity to the following four (4) scheduled payments to be made on each Term Loan Repayment Date, and (y) thereafter, on a pro-rata basis among the remaining principal repayment installments to be made on each remaining Term Loan Repayment Date. Each such prepayments prepayment shall be paid to the Lenders in accordance with their respective Revolving Applicable Percentages in respect of each of the relevant Facilities. (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 being prepaidin whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000, or, if less, the entire principal amount of Swing Line Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrower mayprincipal amount of any Base Rate Advance, upon notice to the Administrative Agentincluding any Swingline Loan, may be prepaid in full or ratably in part at any time or from time to time voluntarily prepay any Revolving Borrowing in whole or in part time, without premium or penalty; provided thatpenalty and without regard to the Payment Date for such Advance. The principal amount of any LIBOR Advance may be prepaid in full or ratably in part, upon three (A3) such Business Days’ prior written notice must be received by (in the Administrative Agent not later than 11:00 a.m. (1case of any LIBOR Advance denominated in Dollars) or upon four (4) Business Days prior to any date (or five, in the case of prepayment of Term SOFR Loans denominated in Special Notice Currencies) prior written notice (in the case of any LIBOR Advance denominated in an Alternative Currency), or telephonic notice followed immediately by written notice, to the Administrative Agent, without premium or penalty; provided, however, that, to the extent prepaid prior to the applicable Payment Date for such LIBOR Advance, the Company or the relevant Subsidiary Borrower shall reimburse the applicable Lenders, on the earlier of demand by the applicable Lender or the Maturity Date, for any loss or out-of-pocket expense incurred by any such Lender in connection with such prepayment, as set forth in Section 2.9 hereof; and provided further, however, that (i) the Company’s or any relevant Subsidiary Borrower’s failure to confirm any telephonic notice with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent and (2ii) one (1) Business Day prior to any date notice of prepayment of Base Rate Loans; (B) given hereunder may be revoked by the relevant Borrower at any time. Any prepayment of Term SOFR Loans hereunder shall be in a principal amount amounts of not less than $5,000,000 or a whole 2,000,000.00 and in an integral multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate 1,000,000.00. Amounts prepaid pursuant to this Section 2.6(a), with respect to the Revolving Loans or Swingline Loans, shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orfully revolving and accordingly may be reborrowed, in each case, if less, subject to the entire principal amount thereof then outstandingterms and conditions hereof. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be Amounts prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all paid together with accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Loans being so prepaid.

Optional. (i) The Borrower Subject to the last sentence of this Section 2.05(a)(i), the Borrowers may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Term Loans and Revolving Borrowing Credit Loans in whole or in part without premium or penalty; provided that, that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 8:00 a.m. (1) four three (43) Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR 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 (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidthe relevant Facility). If such notice is given by the BorrowerBorrowers, 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; provided that notwithstanding anything to the contrary contained in this Agreement, Holdings may rescind any notice of prepayment under this Section 2.05 if such prepayment is conditioned on the occurrence of an event, which event shall not be consummated or shall otherwise be delayed. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the Term A Facility and to the principal repayment installments thereof first, to the next four (4) principal repayment installments under the Term A Facility in direct order of maturity, second, to the remaining principal repayment installments under the Term A Facility (other than the final scheduled installment due on the Maturity Date, except in connection with a Qualified IPO) on a pro rata basis, and subject to Section 2.142.17, each such prepayments prepayment shall be paid to the Lenders in accordance with their respective Revolving Applicable Percentages in respect of each of the relevant Facilities. (ii) The Borrowers may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 10:00 a.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Upon the occurrence of a Repricing Transaction, the Borrowers shall, simultaneously therewith, pay to the Administrative Agent, for the ratable account of each Term A Lender, a premium in an amount equal to (1) in the case of a Repricing Transaction described in clause (i) of such defined term, 1.0% of the aggregate principal amount of the Term A Loans being prepaid, or (2) in the case of a Repricing Transaction described in clause (ii) of such defined term, 1.0% of the aggregate principal balance of the Term A Loans outstanding immediately prior thereto.

Optional. (i) The Borrower or a Designated Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing Loans in whole or in part without premium or penalty; provided that, that (Ai) such notice (including any conditional notice) must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon Pacific Time (1A) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurocurrency Rate Loans and (2B) one (1) Business Day prior to any on the date of prepayment of Base Rate ABR Loans; (Bii) any prepayment of Term SOFR Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate ABR Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the Borrower or a Designated Borrower, the Borrower or such Designated Borrower, as applicable, shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any ; provided that a notice of prepayment delivered by the Borrower or a Designated Borrower may state that such notice is conditioned upon the effectiveness of principal shall other credit facilities, any other Capital Market Transaction or any other transaction, in which case such notice may be accompanied revoked by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, Borrower or such prepayments shall be paid Designated Borrower (by notice to the Lenders in accordance with their respective Revolving Loans being prepaidAdministrative Agent on or prior to the specified effective date) if such condition is not satisfied.

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 Revolving Borrowing in whole or in part without premium or penalty; provided thatpart, (A) any of the Loans owing by it to the Lenders, after giving prior written notice of such notice must be received by election to the Administrative Agent not by no later than 11:00 a.m. (1) four (4) Business Days prior to any date of prepayment of Term SOFR Loans and (2New York, New York time) one (1) Business Day prior to such prepayment 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 Lender and the Borrower shall prepay Loans comprising part of the same Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice, together with accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 2.08 as a result of Base Rate Loanssuch prepayment being made on such date; (B) any provided, however, that each partial prepayment of Term SOFR Loans shall be in a an aggregate principal amount of not less than $5,000,000 or a whole multiple of $1,000,000 250,000 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 $100,000 in excess thereof or, in each case, if less, the entire principal (or such lesser amount thereof as may then be outstanding). Each such notice of prepayment with respect to an optional prepayment under this Section 2.07(b) shall specify the Revolving Borrowing(s) being prepaid, the prepayment date and the principal amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being to be prepaid). If , shall be irrevocable and shall commit the Borrower to prepay such notice is given borrowing by the Borroweramount stated therein, together with interest then accrued and unpaid on such principal amount and any applicable Make-Whole Amount and Repayment Premium with respect thereto, on the Borrower date stated therein (and all such amounts shall make such prepayment and the payment amount specified in such notice shall be become due and payable for all purposes hereunder on such date). All prepayments under this Section 2.07(b) shall be subject to the date specified thereinMake-Whole Amount and the Repayment Premium in accordance with Section 2.07(b) and Section 2.07(c), respectively. Any prepayment of principal All prepayments under this Section 2.07(b) shall be accompanied by all a cash payment of the accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of the Revolving Borrowing(s) being prepaid, payment together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, such prepayments shall be paid to the Lenders in accordance Make-Whole Amount and Repayment Premium with their respective Revolving Loans being prepaidrespect thereto.

Optional. (i) The Subject to the last sentence of this Section 2.05(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Term Loans and Revolving Borrowing Credit Loans in whole or in part without premium or penalty; provided that, that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1A) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR 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 (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidthe 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 principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Term Loans pursuant to this Section 2.142.05(a) shall be applied to the principal repayment installments thereof on a pro-rata basis, and each such prepayments prepayment shall be paid to the Lenders in accordance with their respective Revolving Loans being prepaidApplicable Percentages in respect of each of the relevant Facilities. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Term Loan Facility pursuant to this Section 2.05(a) during the period from the Closing Date through the date ten Business Days thereafter.

Optional. (i) The Borrower may, upon notice at least three Business Days prior to the Administrative Agentdate of such prepayment, at any time or from time in the case of Eurocurrency Rate Loans, and not later than noon (New York City time) on the date of such prepayment, in the case of Base Rate Loans, to time voluntarily the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall (subject to the last sentence of this Section 2.10(a)), prepay any Revolving the outstanding principal amount of the Loans comprising part of the same Borrowing in whole or ratably in part without premium or penalty; provided thatpart, (A) such notice must be received by together with accrued interest to the Administrative Agent not later than 11:00 a.m. (1) four (4) Business Days prior to any date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment of Term SOFR Loans and (2) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans shall be in a an aggregate principal amount of $5,000,000 not less than the Borrowing Minimum 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 $100,000 Borrowing Multiple in excess thereof or, and (y) in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount event of any such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid). If such notice is given by the Borrowera Eurocurrency Rate Loan, the Borrower shall make such prepayment be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04 (if applicable). Any prepayments pursuant to this Section 2.10(a) may be made with respect to one or more Facilities as may be determined by the Borrower and shall not be required to be made ratably across the payment amount specified in such notice shall be due and payable on the date specified thereinFacilities. Any prepayment of principal with respect to the Term Facility shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, such prepayments shall be paid applied to the Lenders remaining amortization payments thereunder as directed by the Borrower. Notwithstanding anything to the contrary contained in accordance with their respective Revolving Loans being prepaidthis Agreement, the Borrower may state that any notice of prepayment under this Section 2.10(a) 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 Agent on or prior to the specified effective date) if such condition is not satisfied.

Optional. (i) The Borrower Except as otherwise provided below in this Section 2.05(a), the Borrowers may, upon notice from a Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Term Loans and Revolving Borrowing Credit Loans in whole or in part without premium or penalty; provided that, that (A1) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (1A) four three (43) Business Days prior to any date of prepayment of Term SOFR Eurocurrency Rate Loans and (2B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B2) any prepayment of Term SOFR Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment prepayment, the Class(es) and the Type(s) of Loans to be prepaid and, if and in the case of a prepayment of Term SOFR Loans are to be prepaidLoans, the Interest Period(s) manner in which the Borrowers elect to have such prepayment applied to the remaining repayments thereof; provided that in the event such notice fails to specify the manner in which the respective prepayment of Term Loans shall be applied to repayments thereof required pursuant to Section 2.07(a), such Loansprepayment of Term Loans shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07(a). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the a 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 principal a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the Loans pursuant to this Section 2.14, such prepayments 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Revolving Pro Rata Shares. (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 being prepaidin 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 12:00 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 a 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, the applicable Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing in total of a Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing Advances made to it in whole or in part without premium or penalty; provided that, that (A) such notice must be in a form acceptable to the Agent and received by the Administrative Agent not later than 11:00 a.m. (1x) four (4) three Business Days prior to any date of prepayment of Term SOFR Loans and (2) one (1) Business Day Eurocurrency Rate Advances denominated in Dollars or prior to any date of prepayment of Base BA Rate Advances, (y) four Business Days prior to any date of prepayment of Eurocurrency Rate Advances denominated in Alternative Currencies, and (z) on the date of prepayment of Index Rate Loans; (B) any prepayment of Term SOFR Loans Eurocurrency Rate Advances denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and any prepayment of BA Rate Advances shall be in a principal amount of CND$5,000,000 or a whole multiple of CND$1,000,000 in excess thereof; and (C) any prepayment of Eurocurrency Rate Advances 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 (D) any prepayment of Base Rate Loans Advances or Canadian Base Rate Advances shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof and any prepayment of Canadian Prime Rate Advances shall be in a principal amount of CND$1,000,000 or a whole multiple of CND$1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans Advances to be prepaid and, if Term SOFR Contract Rate Loans are to be prepaid, the Interest Period(s) of such LoansAdvances. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Commitment Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidthe relevant Facility). If such notice is given by the any 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; provided that such notice of prepayment may state that such prepayment is conditioned upon the availability of other financing, in which case such notice may be revoked by the applicable Borrower (by notice to the Agent prior to the specified date of such prepayment) if such condition is not satisfied (it being understood that any revocation by a Borrower of a notice of prepayment shall entitle the Lenders to any amounts as set forth in Section 10.04(b)). Any prepayment of principal a Contract Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaidthereon, together with any additional amounts required pursuant to Section 3.0510.04(b). Subject to Section 2.14, Each such prepayments prepayment shall be paid to the Lenders in accordance with their respective Revolving Loans being prepaidCommitment Percentages. (ii) Any Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the Agent), at any time or from time to time, voluntarily prepay Swing Line Advances made to it in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $500,000 or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrower may, upon notice at least three Business Days prior to the Administrative Agentdate of such prepayment, at any time in the case of Term SOFR Advances, Eurocurrency Rate Advances or from time Daily Simple XXXXX Advances, and not later than 11:00 A.M. (New York City time) on the date of such prepayment, in the case of Base Rate Advances, to time voluntarily the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay any Revolving the outstanding principal amount of the Advances comprising part of the same Borrowing in whole or ratably in part without premium part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment of Advances shall be in an aggregate principal amount of not less than the Borrowing Minimum or penalty; provided thata Borrowing Multiple in excess thereof, (Ay) in the event of any such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) four (4) Business Days prior to any date of prepayment of a Term SOFR Loans Advance or Eurocurrency Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04 and (2) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (Bz) any prepayment in respect of Term SOFR Loans the Tranche B2 Facility shall be in a principal amount of $5,000,000 subject to Section 2.10(a)(ii) below. Any prepayments pursuant to this Section 2.10(a) may be made with respect to one or a whole multiple of $1,000,000 in excess thereof; more Facilities as may be determined by the Borrower and (C) any shall not be required to be made ratably across the Facilities. Any prepayment of Base Rate Loans with respect to the Tranche B Facility or the Tranche B2 Facility shall be applied to the remaining amortization payments thereunder as directed by the Borrower. The Borrower may rescind any notice of prepayment with respect to the Tranche B Facility or the Tranche B2 Facility under this Section 2.10(a) if such prepayment would have resulted from a refinancing of all of the Tranche B Facility or the Tranche B2 Facility, as applicable, which refinancing shall not be consummated or shall otherwise be delayed. (ii) In the event that (other than in connection with a principal amount refinancing of $500,000 the entirety of the Facilities in connection with a Change in Control) on or a whole multiple prior to the date that is six months after the Third Amendment Effective Date, (i) all or any portion of $100,000 in excess thereof or, the Tranche B2 Loans are prepaid or repaid from the proceeds of an issuance or incurrence of Indebtedness by the Borrower or any of its Subsidiaries (including any Specified Refinancing Debt or Incremental Facility or any other refinancing or incremental facility effected pursuant to an amendment of this Agreement) and the effective yield (in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, determined in the Interest Period(s) reasonable discretion of such Loans. The the Administrative Agent will promptly notify each Lender consistent with generally accepted financial practices, after giving effect to margins and any applicable interest rate “floors”, recurring fees and all other upfront or similar fees or original issue discount, but excluding the effect of its receipt any bona fide arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders thereof) is, or upon satisfaction of each such noticespecified conditions could be, and of lower than the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage effective yield in respect of the Tranche B2 Loans (as determined on the same basis) or (ii) a Tranche B2 Lender is deemed a Non-Approving Lender and must assign its Tranche B2 Loans pursuant to Section 2.18(b) in connection with any waiver, amendment or modification that would reduce the effective yield in effect with respect to such Tranche B2 Loans (each Revolving Borrowing of clauses (i) and (ii), a “Repricing Event”), then in each case the aggregate principal amount so prepaid or portion thereof) being prepaid). If such notice is given repaid or assigned will be subject to a fee payable by the BorrowerBorrower equal to 1.00% of the principal amount of Tranche B2 Loans prepaid or repaid or assigned in connection with such Repricing Event, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinof such Repricing Event. Any prepayment of principal shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, such prepayments Such fee shall be paid by the Borrower to the Agent, for the account of the Tranche B2 Lenders in accordance with their respective Revolving Loans being prepaidor such Non-Approving Lenders, on the date of such Repricing Event.

Optional. (i) The Borrower may, upon upon, subject to clause (iii) below, written notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay any Term Loans and Revolving Borrowing Credit Loans in whole or in part without premium or penalty; provided that, that (A1) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. New York City time (1A) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurocurrency Rate Loans and (2B) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (B2) any prepayment of Term SOFR Eurocurrency Rate Loans shall be in a principal amount minimum Principal Amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof1,000,000; and (C3) any prepayment of Base Rate Loans shall be in a principal amount minimum Principal Amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount Principal Amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaidthereon to such date, together with any additional amounts required pursuant to Section 3.05. Subject In the case of each prepayment of the Loans pursuant to this Section 2.142.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings and, subject to the pro rata application within any Class of Loans, any Class to be repaid, and such prepayments payment shall be paid to the Appropriate Lenders in accordance with their respective Revolving Pro Rata Shares or other applicable share as provided for under this Agreement. (ii) [reserved]. (iii) Notwithstanding anything to the contrary contained in this Agreement, subject to the payment of any amounts owing pursuant to Section 3.05, the Borrower may rescind any notice of prepayment under Sections 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from either (a) a refinancing of all or a portion of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed, or (b) a Disposition, which Disposition shall not be consummated or shall otherwise be delayed. Each prepayment of any Class of Term Loans being prepaidpursuant to this Section 2.05(a) shall be applied in an order of priority to repayments thereof required pursuant to Section 2.07(a) as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07(a). (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, at any time subject to the notice provisions set forth in this Section 2.05(a), prepay the Term Loans with amounts held in the Cash Collateral Account.

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 Revolving Borrowing Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) four three (43) Business Days prior to any date of prepayment of Term SOFR Loans and (2) one (1) Business Day prior to any on the date of prepayment of SOFR Daily Floating Rate Loans or Base Rate Loans; (B) any prepayment of Term SOFR Loans shall be in a principal amount of $5,000,000 2,500,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of SOFR Daily Floating Rate Loans or Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof thereof, or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidPercentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal any Term SOFR Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.142.15, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Applicable Percentages. (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 Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans being prepaidin 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 Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Term B Loans and Revolving Borrowing Credit Loans in whole or in part without premium or penalty; provided that, that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1A) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment prepayment, whether the Loans to be prepaid are Term B Loans or Revolving Credit Loans and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Term B Loans pursuant to this Section 2.14, such prepayments 2.05(a) shall be paid applied to the principal repayment installments thereof on a pro rata basis, and each such prepayment shall be applied to the Loans of the Appropriate Lenders in accordance with their respective Revolving Applicable Percentages in respect of each of the relevant Facilities. (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 being prepaidin whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrower maymay on any Business Day, upon notice given to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing in whole or in part without premium or penalty; provided that, (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1i) four 2:00 P.M. (4New York, New York time) Business Days prior to any date of prepayment of Term SOFR Loans and (2) one (1) on the third Business Day prior to any the date of prepayment the proposed Conversion in the case of a Conversion of Base Rate LoansAdvances into Eurodollar Rate Advances or of Eurodollar Rate Advances of one Interest Period into Eurodollar Rate Advances of another Interest Period, or (ii) 2:00 P.M. (New York, New York time) on the Business Day immediately preceding the date of the proposed Conversion in the case of a Conversion of Eurodollar Rate Advances into Base Rate Advances; provided, however, that in each case: (A) any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be made only if no Default under Section 6.01(f) or Event of Default shall have occurred and be continuing and shall be in an amount not less than the minimum amount specified in Section 2.01(c); (B) no Conversion of any prepayment of Term SOFR Loans Advances shall be result in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereofmore separate Borrowings than permitted under Section 2.02(c); and and (C) each Conversion of Advances comprising part of the same Borrowing under any prepayment of Base Rate Loans Facility shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, made among the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, such prepayments shall be paid to the Appropriate Lenders in accordance with their respective Revolving Loans being prepaidPro Rata Shares of such Borrowing. Each notice of a Conversion (a "Notice of Conversion") shall be delivered by telephone, confirmed immediately in writing, or by telecopier, in substantially the form of Exhibit B-3 hereto, shall be duly executed by a Responsible Officer of the Borrower, and shall, within the restrictions set forth in the immediately preceding sentence, specify therein: (1) the requested date of such Conversion (which shall be a Business Day); (2) the Advances requested to be Converted; and (3) if such Conversion is into Eurodollar Rate Advances, the requested duration of the Interest Period for such Eurodollar Rate Advances. The Administrative Agent shall give each of the Appropriate Lenders prompt notice of each Notice of Conversion received by it. Each Notice of Conversion shall be irrevocable and binding on the Borrower.

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 Borrowing Credit Loans of any Class or Classes in whole or in part without premium or penaltypenalty (except as expressly set forth in this Section 2.05); provided that, that (A1) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (1A) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurocurrency Rate Loans and (2B) one (1) Business Day prior to any on the date of any prepayment of Base Rate Loans; (B2) any prepayment of Term SOFR Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,000 1,000,000, or a whole multiple of $1,000,000 500,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)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 principal a Loan (other than prepayments of Base Rate 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 on the amount of the Revolving Borrowing(s) being prepaidthereon, together with any additional amounts required pursuant to clause (ii) below and Section 3.05. Subject In the case of each prepayment of the Loans pursuant to this Section 2.142.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such prepayments payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share provided for under this Agreement. (ii) Notwithstanding anything to the contrary contained in this Agreement, in the event that, on or prior to the six month anniversary of the First Amendment Effective Date, any Loan Party (x) prepays, refinances, substitutes or replaces any Initial Term Loans in connection with a Repricing Event or (y) effects any amendment of this Agreement resulting in a Repricing Event, the Borrower shall pay to the Administrative Agent (A) in the case of clause (x), for the ratable account of each of the applicable Lenders a prepayment premium of 1.00% of the aggregate principal amount of the Initial Term Loans so prepaid, refinanced, substituted or replaced and (B) in the case of clause (y), for the ratable account of each of the Lenders (including any Lender that withholds its consent to such amendment and that is required to assign its Initial Term Loan pursuant to Section 3.07), a fee equal to 1.00% of the aggregate principal amount of the applicable Initial Term Loans of such Lender outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such prepayment, refinancing, substitution, replacement or amendment and shall be a condition precedent to the effectiveness of any such amendment. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) by notice to the Administrative Agent no later than 2:00 p.m. (and promptly confirmed in writing) on the date of prepayment if such prepayment would have resulted from a refinancing of all or any portion of the applicable Class or occurrence of another event, which refinancing or event shall not be consummated or shall otherwise be delayed (subject to payment of amounts due under Section 3.05). (iv) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.07(a) in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity). (v) Notwithstanding anything in any Loan Document to the contrary, in addition to the terms set forth in Sections 2.05(a)(i) and 10.07, so long as no Event of Default has occurred and is continuing, any Loan Party (in such capacity, a “Discounted Purchaser”) may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently 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 (and so long as no proceeds of Revolving Credit Loans are used for such purpose): (A) Any Discounted Purchaser shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(v) and without premium or penalty. (B) (1) Any Discounted Purchaser may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five Business Days’ notice in the form of a Specified Discount Prepayment Notice (or such shorter period as agreed by the Auction Agent); provided that (I) any such offer shall be made available, at the sole discretion of the Discounted Purchaser, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being prepaidunderstood 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 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 may on any time or from time to time voluntarily prepay any Revolving Borrowing in whole or in part without premium or penalty; provided that, (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) four (4) Business Days prior to any date of prepayment of Term SOFR Loans and (2) one (1) Business Day prior elect to Convert all or any date portion of prepayment the Advances comprising the same Borrowing from one Type into Advances of Base the other Type, and in the case of Eurodollar Rate Loans; (B) Advances, may elect Interest Periods therefor, all as provided in this Section 2.11. The Borrower may elect different options with respect to different portions of any prepayment of Term SOFR Loans Borrowing, in which case each such portion shall be in a principal amount of $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 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, such prepayments shall be paid to allocated ratably among the Lenders in accordance with their respective Revolving Loans Commitments. At no time shall the total number of different Interest Periods for all Eurodollar Rate Advances outstanding exceed fifteen. (ii) To make an election pursuant to this Section 2.11(a), the Borrower shall give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in writing) by telecopier or electronic mail (a “Notice of Conversion/Continuation”) of the Conversion or Continuation, as the case may be, (i) by 11:00 a.m. (New York City time) on the requested date of a Conversion into Base Rate Advances and (ii) by 2:00 p.m. (New York City time) three Business Days prior to a Continuation of or Conversion into Eurodollar Rate Advances; provided, however, that any Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurodollar Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in an amount not less than the minimum amount specified in Section 2.02(b), no Conversion of any Advances shall result in more separate Borrowings than permitted under Section 2.02(b) and each Conversion of Advances comprising part of the same Borrowing shall be made ratably among the Lenders in accordance with their Commitments. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify (A) if different options are being prepaidelected with respect to different portions of the relevant Borrowing, the portions thereof that are to be allocated to each resulting election (in which case the information to be specified pursuant to clauses (C) and (D) shall be specified for each resulting portion); (B) the effective date of the election made pursuant to such Notice of Conversion/Continuation, which shall be a Business Day; (C) whether the resulting Borrowings are to be comprised of Base Rate Advances or Eurodollar Rate Advances; and (D) if the resulting Borrowings are to be comprised of Eurodollar Rate Advances, the Interest Period applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests that the relevant Borrowing be comprised of Eurodollar Rate Advances but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. Each Notice of Conversion/Continuation shall be irrevocable and binding on the Borrower. (iii) If, on the expiration of any Interest Period in respect of any Eurodollar Rate Advances, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Advances are repaid as provided herein, the Borrower shall be deemed to have elected to Convert such Advances to Base Rate Advances. No Advances may be Converted into, or Continued as, Eurodollar Rate Advances if an Event of Default has occurred and is continuing, unless the Administrative Agent and the Required Lenders shall have otherwise consented in writing. (iv) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s ratable share of each election.

Optional. (i) The Borrower maymay elect to prepay any of the Loans, upon notice subject to the Administrative AgentExit Fee set forth in Section 2.6(b), at any time or from time to time voluntarily prepay any Revolving Borrowing in whole or in part without penalty or premium except as set forth in Section 2.9 and after giving by 11:00 a.m. (New York, New York time) at least two Business Days’ prior written notice to the Administrative Agent stating the proposed date and aggregate principal amount of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or penaltyportion thereof to be prepaid. Notwithstanding the foregoing, the Borrower may (subject to payment to the Lenders of any applicable amounts under Section 2.9 hereof) rescind or postpone any notice to prepay any Loans if such repayment would have resulted from a refinancing of this Agreement, which refinancing shall not be consummated or shall otherwise be delayed. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by the Exit Fee set forth in Section 2.6(b), accrued interest to the extent required by Section 2.7 and any break funding payments required by Section 2.9. If any such notice is given, the Borrower shall prepay Loans comprising part of the same Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice, together with accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 2.9 as a result of such prepayment being made on such date; provided that, that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) four (4) Business Days prior to any date of each optional prepayment of Term SOFR Loans and (2) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurodollar Loans shall be in a principal minimum amount of $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 not less than $500,000 or a whole and in multiple integrals of $100,000 in excess thereof or, and (B) each optional prepayment of ABR Loans shall be in each case, if less, a minimum amount not less than $500,000 and in multiple integrals of $50,000 in excess thereof. Notwithstanding the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid). If such notice is given by the Borrowerforegoing, the Borrower shall make such prepayment and the may (subject to payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Loans being prepaidof any applicable amounts under Section 2.9 hereof) rescind or postpone any notice of prepayment under this Section 2.4(b) if such prepayment would have resulted from a refinancing of this Agreement, which refinancing shall not be consummated or shall otherwise be delayed.

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 Revolving Borrowing Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) four three (43) Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR 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 (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidPercentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.142.15, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Applicable Percentages. (ii) The Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans being 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 Borrower, the Borrower shall make such prepayment and the payment amount specified in such DB1/ 88815292.10 notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Optional. (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 Revolving Borrowing the Term Loan in whole or in part without premium or penalty; provided that, that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1A) four (4) two Business Days prior to any date of prepayment of Term SOFR Loans and (2B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Term SOFR Loans shall be in a principal amount of $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 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans Term Loan to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such LoansTerm Loan. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidthe Term Loan Facility). If 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 prepayment of the Term Loan 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 principal the Term Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject All payments made pursuant to this Section 2.14, such prepayments 2.04(a) shall be paid applied on a pro rata basis to the Lenders in accordance with their respective Revolving Loans being prepaideach Lender.

Optional. (i) The Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing Advances made to it in whole or in part without premium or penalty; provided that, that (A) such notice must be in a form acceptable to the Agent and received by the Administrative Agent not later than 11:00 a.m. (1x) four (4) three Business Days prior to any date of prepayment of Term SOFR Loans and (2) one (1) Business Day Advances or prior to any date of prepayment of Base BA Rate Advances, (y) four Business Days prior to any date of prepayment of Alternative Currency Advances, and (z) on the date of prepayment of Index Rate Loans; (B) any prepayment of Term SOFR Loans Advances shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and any prepayment of BA Rate Advances shall be in a principal amount of CND$5,000,000 or a whole multiple of CND$1,000,000 in excess thereof; and (C) any prepayment of Alternative Currency Advances shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (D) any prepayment of Base Rate Loans Advances or Canadian Base Rate Advances shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof and any prepayment of Canadian Prime Rate Advances shall be in a principal amount of CND$1,000,000 or a whole multiple of CND$1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans Advances to be prepaid and, if Term SOFR Contract Rate Loans are to be prepaid, the Interest Period(s) of such LoansAdvances. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Commitment Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidthe relevant Facility). If such notice is given by the any 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; provided that such notice of prepayment may state that such prepayment is conditioned upon the availability of other financing, in which case such notice may be revoked by the applicable Borrower (by notice to the Agent prior to the specified date of such prepayment) if such condition is not satisfied (it being understood that any revocation by a Borrower of a notice of prepayment shall entitle the Lenders to any amounts as set forth in Section 10.04(b)). Any prepayment of principal a Contract Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaidthereon, together with any additional amounts required pursuant to Section 3.0510.04(b). Subject to Section 2.14, Each such prepayments prepayment shall be paid to the Lenders in accordance with their respective Revolving Loans being prepaidCommitment Percentages. (ii) Any Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the Agent), at any time or from time to time, voluntarily prepay Swing Line Advances made to it in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $500,000 or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrower Subject to the last sentence of this Section 2.05(a)(i), the Borrowers may, upon notice pursuant to delivery to the Administrative AgentAgent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Term Loans and Revolving Borrowing Credit Loans in whole or in part without premium or penalty; provided that, that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (or such later time on such date acceptable to the Administrative Agent) (1) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurocurrency Rate Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidthe relevant Facility). 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; provided that any notice of prepayment may be conditioned on the occurrence of a specified event, the proceeds of which are intended to be utilized to make such prepayment, and any such notice that is so conditioned may be revoked (or the prepayment date delayed) to the extent such condition is not satisfied. Any prepayment of principal a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.053.07. Subject Each prepayment of the outstanding Term Loans pursuant to this Section 2.142.05(a) shall be applied to the Term Facility and any Incremental Tranche, as the Borrowers may elect and, within such prepayments tranche, in direct order of maturity to the principal repayment installments thereof, (unless otherwise directed by the Lead Borrower), each such prepayment shall be paid to the Lenders in accordance with their respective Revolving Applicable Percentages in respect of each of the relevant Facilities. (ii) The Borrowers may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans being prepaidin whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (or such later time on such date acceptable to the Swing Line Lender) on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned on the occurrence of a specified event, the proceeds of which are intended to be utilized to make such prepayment, and any such notice that is so conditioned may be revoked (or the prepayment date delayed) to the extent such condition is not satisfied.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing Committed Loans in whole or in part without premium or penalty; provided that, that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2B) one (1) Business Day prior to any on the date of prepayment of Base Rate Committed Loans; , (Bii) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; thereof and (Ciii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans; provided, however, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Loans being prepaid.

Optional. (i) The Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, may upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay any Term Loans and Revolving Borrowing Credit Loans in whole or in part without premium or penalty; provided that, that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1x) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2y) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; , (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; , and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being Facility to be prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)such prepayment. If such notice is given by the Borrower, the Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Notwithstanding anything to the contrary contained herein, 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 by the Borrower (by written notice on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the remaining principal repayment installments thereof (a) in direct order of maturity, (b) in inverse order of maturity (c) on a pro rata basis, or (d) pro rata to the next eight (8) scheduled principal payment installments thereof following such date of prepayment for which any scheduled payment amount in excess of zero remains unpaid as of such date and thereafter on a pro rata basis, in each case as the Borrower may elect. If the Borrower fails to timely specify its election then the prepayment shall be applied in accordance with clause (d) above. Subject to Section 2.142.15, such prepayments shall be paid applied to the Loans of the Lenders in accordance with their respective Revolving Applicable Percentages in respect of each of the relevant Facilities; provided that, in each case, first to Base Rate Loans being prepaidand then to Eurodollar Rate Loans specified in such notice in direct order of Interest Period maturities.

Optional. (i) The Subject to the last sentence of this Section 2.04(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing Class or Classes of Loans in whole or in part without premium or penalty; provided that, that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. 9:00 a.m. (1) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) Types and Classes of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) Periods of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidthe 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 principal shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of outstanding Term Loans pursuant to this Section 2.142.04(a) shall be applied (x) to the Class or Classes of Term Loans as directed by the Borrower and (y) to the principal repayment installments thereof as directed by the Borrower, and each such prepayments prepayment shall be paid to the Lenders in accordance with their respective Revolving Applicable Percentages in respect of each of the relevant Facilities. Notwithstanding anything to the contrary contained herein, any prepayment of the Term B Facility made after the Closing Date but on or prior to the six (6) month anniversary of the Closing Date in connection with a Repricing Event shall be accompanied by the payment of the fee described in Section 2.08(c). Notwithstanding the foregoing, if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a new financing that would result in the repayment of all Obligations in connection therewith, the termination of the Loans being prepaidand Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummated.

Optional. (i) The Borrower may, upon notice in the form of the Prepayment Notice delivered to the Administrative Agent, at any time or from time to time voluntarily prepay any Term Loans and Revolving Borrowing Credit Loans in whole or in part without premium or penalty; provided that, that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (1) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s(i) being prepaid, the date and amount of such prepayment and (ii) the Type(s) of Loans to be prepaid and, if Term SOFR 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 (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidthe 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 principal a Loan pursuant to this Section 2.05(a)(i) shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.142.16, each such prepayments prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i) shall be paid applied as directed by the Borrower to the Lenders in accordance with their respective Revolving installments thereof. All payments made pursuant to this Section 2.05(a) shall be applied on a pro rata basis to each Lender holding Loans of the applicable Facility being prepaid. (ii) The Borrower may, upon notice in the form of the Swing Line Loan Prepayment Notice delivered to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 p.m. on the date of the prepayment, and (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 shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrower may, upon at least one Business Day’s irrevocable written notice in the case of Base Rate Advances and three Business Days’ irrevocable written notice in the case of Eurodollar Rate Advances, in each case in substantially the form attached hereto as Exhibit D hereto (a “Prepayment Notice”) to the Administrative AgentAgent stating the proposed date and aggregate principal amount of the prepayment and, at any time or from time to time voluntarily if such Prepayment Notice is given, the Borrower shall, prepay any Revolving Borrowing the outstanding aggregate principal amount of the Advances composing part of the same Borrowing, in whole or ratably in part part, together with accrued and unpaid interest to the date of such prepayment on the aggregate principal amount prepaid; provided, however, that (1) each partial prepayment shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof, (2) each prepayment shall be without premium or penalty, and (3) if any prepayment of a Eurodollar Rate Advance is made on a date other than the last day of an Interest Period for such Advance, the Borrower shall also pay any amounts owing pursuant to Section 12.03(c). (ii) Each voluntary or optional prepayment of the Term Advances shall be applied pro rata to the Term Advances and, with respect to each Term Facility, to the remaining scheduled amortization payments and the payments at final maturity as directed by the Borrower or, in the absence of such direction, on a pro rata basis to the remaining scheduled amortization payments and the payments at final maturity. Each voluntary or optional prepayment of the Working Capital Advances shall be applied to prepay any Working Capital Advances then outstanding until such Advances are paid in full. Each voluntary or optional prepayment of the LC Facility Advances shall be applied first to prepay any LC Facility Advances then outstanding until such Advances are paid in full; provided thatand second to Cash Collateralize LC Facility Letter of Credit Obligations. Considering each Senior Secured Facility being prepaid separately, any prepayment thereof shall be applied first to Base Rate Advances to the fullest extent thereof before any application to Eurodollar Rate Advances, in each case in a manner which minimizes the amount of any payments to be made by the Borrower pursuant to Section 12.03(c). (iii) Notice required to be given under this Section 2.04(a) (A) such notice must be received given by 12:00 P.M. (New York City time) on the date required and (B) may be given in writing or by telephone, provided, however, that if notice is given by telephone, it must be promptly confirmed in writing to the Administrative Agent not later than 11:00 a.m. (1) four (4) Business Days prior to any date of prepayment of Term SOFR Loans and (2) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and Prepayment Notice (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify transmit such telephonic or original notice by telecopier or telephone to each Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Loans being prepaid.

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 Term Loans and Revolving Borrowing Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent, (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) four three (43) Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2ii) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (BA) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a minimum 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 (CB) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR 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 (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidthe 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 a Notice of Loan Prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or capital raising or the occurrence of a Change of Control or the occurrence of any other transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, and upon such revocation according to the foregoing terms the Borrower shall not be required to make the prepayment specified in the Notice of Loan Prepayment. Any prepayment of principal shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied to the principal repayment of installments thereof in such order as the Borrower may direct. Subject to Section 2.142.12, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Loans being prepaidApplicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Subject to Section 2.05(a)(ii), 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 Revolving Borrowing the Loans in whole or in part without premium or penaltypart; provided that, that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (1) four (4) Business Days three days prior to any date of prepayment of Term SOFR Loans (or such lesser period of time as may be agreed to by the Administrative Agent) and (2) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans shall be in a principal amount of $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 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loansprepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidthe 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; provided that in the case of any voluntary prepayment to be made on the date of completion of the consummation of the Active Nutrition Transaction, such Prepayment Notice may specify that such prepayment is conditioned on the completion of the consummation of the Active Nutrition Transaction. Except as provided in the immediately preceding sentence, notices of prepayment may not be conditional. All payments made pursuant to this Section 2.05(a) shall be applied on a pro rata basis to each Lender holding Loans being prepaid. (ii) Any prepayment of principal pursuant to this Section 2.05(a) that is made prior to the date a Demand Failure Event has occurred or after October 11, 2024, shall be accompanied by made at par, plus all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts if required pursuant to Section 3.05. Subject Any prepayment pursuant to this Section 2.05(a) that is made after the date a Demand Failure Event has occurred (regardless of whether such Demand Failure Event is continuing) and prior to October 11, 2024, shall be made at par, plus all accrued interest on the amount prepaid, together with any additional amounts if required pursuant to Section 2.143.05, such prepayments shall be paid plus the Applicable Premium. (iii) Interest will cease to accrue on the Loans repaid on the applicable repayment date. (iv) Notwithstanding anything to the Lenders in accordance with their respective Revolving contrary, no prepayment premium will apply to any exchange of Loans being prepaidfor Exchange Notes pursuant to Article 10.

Optional. (i) The Borrower may, upon written notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing Committed Loans in whole or in part without premium or penalty; provided that, that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1A) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2B) one (1) Business Day prior to any the date of any prepayment of Base Rate Loans; (Bii) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided, further, that any such notice may state that such notice is conditioned upon effectiveness of other financing or the occurrence of other events, in which case such notice may be revoked by the Borrower, by notice to the Administrative Agent on or prior to the date specified therein if such condition is not satisfied. Each such notice shall be substantially in the form of Exhibit B hereto and specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, Each such prepayments prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Revolving Loans being prepaidApplicable Percentages.

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 Term Loans and Revolving Borrowing Credit Loans in whole or in part without premium or penalty; provided that, that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR 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 (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidthe 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 principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower (provided that in the event that the Borrower does not specify the order in which to apply prepayments, the Borrower shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal of such Term Loans in reverse order of maturity, and subject to Section 2.142.17, each such prepayments prepayment shall be paid to the Lenders in accordance with their respective Revolving Applicable Percentages in respect of each of the relevant Facilities. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Term Facility pursuant to this Section 2.05(a)(i) during the period from the Closing 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 being prepaidin whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Acquisition Loans and Revolving Borrowing Credit Loans in whole or in part without premium or penalty; provided that, that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 250,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 250,000 in excess thereof thereof; or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR 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 (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidthe relevant Facility). If such notice is given by the any 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 principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Acquisition Loans pursuant to this Section 2.14, such prepayments 2.05(a) shall be paid applied to reduce the then remaining Scheduled Repayments pro rata (based upon the then remaining principal amounts of the Scheduled Repayments after giving effect to all prior reductions thereto); provided that, at any time the Borrowers may, at their option, direct that any voluntary prepayment of Acquisition Loans pursuant to this Section 2.05(a) be applied (in which case it shall be applied), first, to reduce the first four immediately succeeding Scheduled Repayments (after giving effect to all prior reductions thereto) as of the date of the respective payments pursuant to this Section 2.05(a) in direct order of maturity and second, to the Lenders extent in accordance excess thereof, as otherwise provided above without regard to this proviso; (ii) The Borrowers may, upon notice to the Swing Line Lender (with their respective Revolving a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans being prepaidin whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the 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.

Optional. (i) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing Class or Classes of Loans in whole or in part without premium or penaltypenalty (except as set forth in Section 2.05(a)(ii)); provided that, that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) four (4) Business Days prior to any date of prepayment of Term SOFR Loans and (2) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (Bii) any prepayment of Term SOFR Loans shall be in a principal amount of $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 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(sClass(es) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the Borrower, the The Borrower shall make such prepayment and the payment prepayment amount specified in such notice shall be due and payable on the date specified therein, provided, however, that notwithstanding anything to the contrary contained herein, any such prepayment notice may be conditioned upon the effectiveness of other credit facilities or the closing of one or more securities offerings or other transactions; provided, further, that, the Borrower must affirmatively rescind any such prepayment notice by a subsequent written notice to the Administrative Agent, if the condition in an original prepayment notice shall fail to be satisfied by the proposed effective date of such prepayment, and upon the Administrative Agent’s receipt of such rescinding notice, shall have no obligation to make any prepayment in respect of such earlier prepayment notice. Any prepayment of principal Loans shall be accompanied by all accrued interest on the amount prepaid and any other amounts due under the Loan Documents. (ii) Notwithstanding anything to the contrary contained in this Agreement, (x) in the event of each prepayment, repayment or redemption of any Initial Loans pursuant to Section 2.05(a)(i) and Section 2.05(b)(iii), as applicable, such prepayment, repayment or redemption shall be accompanied by, and there shall become due and payable automatically upon such event, an early prepayment premium payable in cash on the principal amount so prepaid, repaid or redeemed, in an amount equal to the Prepayment Premium, calculated on the aggregate principal amount of the Revolving Borrowing(s) Initial Loans so prepaid, repaid or redeemed, together with all accrued and unpaid interest on the amount being prepaid, together with any additional amounts required repaid or redeemed and (y) each repayment of, redemption or distribution in respect of, the principal amount of the Initial Loans after acceleration thereof pursuant to Section 3.05. Subject 8.02 (including automatically as a result of a proceeding under any Debtor Relief Law), shall be accompanied by, and there shall become due and payable automatically upon acceleration, a payment premium payable in cash on the principal amount so repaid, redeemed or distributed or on the principal amount that has become or is declared accelerated pursuant to Section 2.148.02 (including automatically as a result of an insolvency proceeding), such prepayments shall be paid in an amount equal to the Lenders in accordance Prepayment Premium, calculated on the aggregate principal amount of the Initial Loans so repaid, redeemed, distributed or accelerated, together with their respective Revolving Loans being prepaidall accrued and unpaid interest on such Initial Loans.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing Credit Loans in whole or in part without premium or penalty; provided that, that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. noon (1) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Obligations, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction. Any prepayment of principal a Loan pursuant to this Section 2.05(a) shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject , if applicable. (ii) The Borrower may, upon notice to Section 2.14the 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 prepayments 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 paid in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Obligations, in which case such prepayment may be conditional upon the Lenders in accordance with their respective Revolving Loans being prepaideffectiveness of such other credit facilities or the closing of such other transaction.

Optional. (i) The Subject to the last sentence of this Section 2.04(a)(i), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing Loans in whole or in part without premium or penalty; provided that, that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (1) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Eurodollar Rate Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidPercentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice may be contingent upon the consummation of a refinancing, acquisition, merger or disposition transaction and if such refinancing, acquisition, merger or disposition is not consummated on the date of repayment specified in such notice, such notice may be rescinded, or the date of prepayment specified therein extended, upon further notice from the Borrower to the Administrative Agent. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Loans being prepaid.

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 the Term Loans and Revolving Borrowing Credit Loans in whole or in part without premium or penalty; provided that, that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. 10:00 a.m. (1) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR 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 (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidthe 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 principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Term Loans pursuant to this Section 2.142.05(a) shall be applied (x) ratably to the Term A Loan and the Term B Loan and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayments prepayment shall be paid to the Lenders in accordance with their respective Revolving Applicable Percentages in respect of each of the relevant Facilities. (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 being prepaidin whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrower Subject to the last sentence of this Section 2.05(a)(i) and subject to Section 2.05(a)(iii), the Borrowers may, upon notice by the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing Credit Loans in whole or in part without premium or penalty; provided that, : (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (1) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,500,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and prepayment, the Type(s) of Loans to be prepaid, the character of Loans to be prepaid (as Tranche 1 Revolving Credit Loans or Tranche 2 Revolving Credit Loans) and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly (x) notify each Lender Tranche 1 Revolving Credit Lender, in the case of Tranche 1 Revolving Credit Loans of its receipt of each such notice, notice and of the amount of such Tranche 1 Revolving Credit Lender’s ratable portion of such prepayment (determined based on such Tranche 1 Revolving Credit Lender’s Tranche 1 Applicable Percentage in respect of the Tranche 1 Revolving Credit Facility) and (y) notify each Tranche 2 Revolving Borrowing Credit Lender, in the case of Tranche 2 Revolving Credit Loans of its receipt of each such notice and of the amount of such Tranche 2 Revolving Credit Lender’s ratable portion of such prepayment (or portion thereof) being prepaidbased on such Tranche 2 Revolving Credit Lender’s Tranche 2 Applicable Percentage in respect of the Tranche 2 Revolving Credit Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in Each such notice shall be due and payable on the date specified thereinrevocable subject to Section 3.05. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. . (ii) Subject to Section 2.142.05(a)(iii), the Borrowers may, upon notice by the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such prepayments 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 paid in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. Each such notice shall be revocable subject to Section 3.05. (iii) Notwithstanding the provisions of Section 2.05(a) which permit voluntary prepayments of the Loans, except as provided in Section 2.05(b), only if all Tranche 1 Revolving Credit Loans and Swing Line Loans (to the Lenders extent there are any Tranche 1 Swing Line Participations in such Swing Line Loans) are repaid in full may the Borrowers prepay amounts owed with respect to the Tranche 2 Revolving Credit Loans or Swing Line Loans (to the extent there are any Tranche 2 Swing Line Participations in such Swing Line Loans); provided, however, that any such prepayment shall not reduce or terminate the Revolving Credit Commitments. In addition, the Borrowers may also repay Loans as required upon any reduction or termination of the Tranche 2 Revolving Credit Commitments in accordance with their respective Revolving Loans being prepaidthe provisions hereof.

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 Term Loans, Incremental Term Loans and Revolving Borrowing Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (1) four two (42) Business Days prior to any date of prepayment of Term SOFR Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidthe 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 principal a SOFR Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans and Incremental Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower (and in the absence of such direction, to the outstanding Term Loans and Incremental Term Loans on a pro-rata basis). Subject to Section 2.142.15, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Applicable Percentages in respect of each of the relevant Facilities. (ii) The Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans being prepaidin 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 $250,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Each Borrower may, upon notice from the Parent Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing Loans in whole or in part without premium or penalty; provided that, that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) four three (43) Business Days (or such shorter time period as may be agreed by the Administrative Agent in its sole discretion) prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; and (Bii) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR 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 (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the Parent Borrower, the applicable Borrower shall make such prepayment and the payment prepayment amount specified in such notice shall be due and payable on the date specified therein, provided, however, that notwithstanding anything to the contrary contained herein, any such prepayment notice may be conditioned upon the effectiveness of other credit facilities or the closing of one or more securities offerings or other transactions; provided, further, that, the Parent Borrower must affirmatively rescind any such prepayment notice by a subsequent written notice to the Administrative Agent, if the condition in an original prepayment notice shall fail to be satisfied by the proposed effective date of such prepayment, and upon the Administrative Agent’s receipt of such rescinding notice, shall have no obligation to make any prepayment in respect of such earlier prepayment notice. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Loans being prepaid3.5.

Optional. The Borrower may elect to prepay any of the Loans without penalty or premium except as set forth in Section 2.9 and after giving by 10:00 a.m. (Chicago, Illinois time) (i) The Borrower mayin the case of Eurodollar Loans, upon at least three Business Days’ or (ii) in case of ABR Loans, one Business Day’s prior written notice to the Administrative AgentAgent stating the proposed date and aggregate principal amount of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Revolving Borrowing or portion thereof to be prepaid. Notwithstanding the foregoing, at the Borrower may (subject to payment to the Lenders of any time applicable amounts under Section 2.9 hereof) rescind or from time postpone any notice to time voluntarily prepay any Loans if such repayment would have resulted from a refinancing of this Agreement, which refinancing shall not be consummated or shall otherwise be delayed. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Revolving Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.7 and any break funding payments required by Section 2.9. If any such notice is given, the Borrower shall prepay Loans comprising part of the same Revolving Borrowing in whole or ratably in part without premium or penaltyin an aggregate principal amount equal to the amount specified in such notice, together with accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 2.9 as a result of such prepayment being made on such date; provided that, that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) four (4) Business Days prior to any date of each optional prepayment of Term SOFR Loans and (2) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurodollar Loans shall be in a principal minimum amount of $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 not less than $500,000 or a whole and in multiple integrals of $100,000 in excess thereof or, and (B) each optional prepayment of ABR Loans shall be in each case, if less, a minimum amount not less than $500,000 and in multiple integrals of $50,000 in excess thereof. Notwithstanding the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid). If such notice is given by the Borrowerforegoing, the Borrower shall make such prepayment and the may (subject to payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Loans being prepaidof any applicable amounts under Section 2.9 hereof) rescind or postpone any notice of prepayment under this Section 2.4(b) if such prepayment would have resulted from a refinancing of this Agreement, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Subject to the last sentence of this Section 2.04(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans under any Revolving Borrowing Facility in whole or in part without premium or penaltypenalty (except as provided in Section 2.08(c) with respect to any Repricing Event); provided that, that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (1Eastern Time) four (4A) three Business Days prior to any date of prepayment of Term SOFR LIBOR Rate Loans and (2B) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (Bii) any prepayment of Term SOFR LIBOR Rate Loans shall be in a principal amount of $5,000,000 100,000 or a whole multiple of $1,000,000 10,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 10,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding or as otherwise may be agreed by the Administrative Agent. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR LIBOR 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 (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidthe 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 principal a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.053.05 to the extent the Borrower has been made aware of such amounts at the time of the prepayment. Subject Each prepayment of the Term Loans A pursuant to this Section 2.142.04(a) shall be applied first to the Term A Facility ratably to the respective principal repayment installments thereof, and each such prepayments prepayment shall be paid to the Term A Lenders in accordance with their respective Applicable Percentages. Each prepayment of the Term Loans B pursuant to this Section 2.04(a) shall be applied first to the Term B Facility ratably to the respective principal repayment installments thereof, and each such prepayment shall be paid to the Term B Lenders in accordance with their respective Applicable Percentages. No voluntary prepayment of any Revolving Credit Loans being prepaidshall result in the reduction of the Revolving Credit Commitments unless requested by the Borrower pursuant to Section 2.05(a) hereof.

Optional. (i) The Borrower may, upon upon, subject to clause (iii) below, written notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay any Term Loans and Revolving Borrowing Credit Loans in whole or in part without premium or penaltypenalty (subject to Section 2.05(a)(iv); provided that, that (A1) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. New York City time (1A) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurocurrency Rate Loans and (2Bdenominated in a LIBO Currency, (B) five Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in an RFR Currency and (C) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (B2) any prepayment of Term SOFR Eurocurrency Rate Loans shall be in a principal amount minimum Principal Amount of $5,000,000 2,000,000, 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 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount Principal Amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaidthereon to such date, together with any additional amounts required pursuant to Section 3.05. Subject In the case of each prepayment of the Loans pursuant to this Section 2.142.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings and, subject to the pro rata application within any Class of Loans, any Class to be repaid, and such prepayments payment shall be paid to the Appropriate Lenders in accordance with their respective Revolving Loans being prepaidPro Rata Shares or other applicable share as provided for under this Agreement.

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 Term Loans and Revolving Borrowing Loans in whole or in part without premium or penalty; provided that, that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) four three (43) Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR 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 (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidthe 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 principal shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.142.15, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Applicable Percentages in respect of each of the relevant Facilities. (ii) The Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans being in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 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 principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Optional. (i) The Borrower maymay on any Business Day, upon notice given to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing in whole or in part without premium or penalty; provided that, (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1i) four 2:00 P.M. (4New York, New York time) Business Days prior to any date of prepayment of Term SOFR Loans and (2) one (1) on the third Business Day prior to any the date of prepayment the proposed Conversion in the case of a Conversion of Base Rate LoansAdvances into Eurodollar Rate Advances or of Eurodollar Rate Advances of one Interest Period into Eurodollar Rate Advances of another Interest Period, or (ii) 2:00 P.M. (New York, New York time) on the Business Day immediately preceding the date of the proposed Conversion in the case of a Conversion of Eurodollar Rate Advances into Base Rate Advances; provided, however, that in each case: (A) any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be made only if no Default under Section 6.01(f) or Event of Default shall have occurred and be continuing and shall be in an amount not less than the minimum amount specified in Section 2.01(c); (B) no Conversion of any prepayment of Term SOFR Loans Advances shall be result in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereofmore separate Borrowings than permitted under Section 2.02(c); and and (C) each Conversion of Advances comprising part of the same Borrowing under any prepayment of Base Rate Loans Facility shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, made among the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, such prepayments shall be paid to the Appropriate Lenders in accordance with their respective Revolving Loans being prepaidPro Rata Shares of such Borrowing. Each notice of a Conversion (a “Notice of Conversion”) shall be delivered by telephone, confirmed immediately in writing, or by telecopier, in substantially the form of Exhibit B-3 hereto, shall be duly executed by a Responsible Officer of the Borrower, and shall, within the restrictions set forth in the immediately preceding sentence, specify therein: (1) the requested date of such Conversion (which shall be a Business Day); (2) the Advances requested to be Converted; and (3) if such Conversion is into Eurodollar Rate Advances, the requested duration of the Interest Period for such Eurodollar Rate Advances. The Administrative Agent shall give each of the Appropriate Lenders prompt notice of each Notice of Conversion received by it. Each Notice of Conversion shall be irrevocable and binding on the Borrower.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay any Term Loans and Revolving Borrowing Credit Loans in whole or in part without premium or penaltypenalty (except as provided in clause (iii) below); provided thatprovided, that (A1) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1A) four three (43) Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B2) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 5 million or a whole multiple of $1,000,000 1 million in excess thereof; 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 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof of the Loans being prepaid then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(sClass (or Classes) and Type (or Types) of Loans to be prepaid and, if Term SOFR Loans are and the order of Borrowing (or Borrowings) to be prepaid, the Interest Period(s) of such Loans. The applicable Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of a Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject In the case of each prepayment of the Loans pursuant to this Section 2.142.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such prepayments payment shall be paid to the Appropriate Lenders in accordance with their respective Revolving Pro Rata Shares. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Revolver Administrative Agent), at any time or from time to time, elect to 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 such other amounts as may be acceptable to the Swing Line Lender) or, if less, the entire principal amount of Swing Line Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that the Borrower may rescind any notice of prepayment under this Section 2.05(a)(ii) if such prepayment would have resulted from a refinancing of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. (iii) In the event that, on or prior to the date that is twelve (12) months following the Closing Date, the Borrower shall (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Term Loan Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the principal amount of the Term Loans being prepaidprepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”). Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction.

Optional. (i) The From and after the first anniversary of the Closing Date, the Borrower may, upon notice at least three Business Days prior to the Administrative Agentdate of such prepayment, at any time or from time in the case of Eurocurrency Rate Loans, and not later than noon (New York City time) on the date of such prepayment, in the case of Base Rate Loans, to time voluntarily the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall (subject to the last sentence of this Section 2.10(a)(i)), prepay any Revolving the outstanding principal amount of the Loans comprising part of the same Borrowing in whole or ratably in part without premium part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment of Loans shall be in an aggregate principal amount of not less than the Borrowing Minimum or penalty; provided thata Borrowing Multiple in excess thereof, (Ay) in the event of any such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) four (4) Business Days prior to any date of prepayment of Term SOFR Loans a Eurocurrency Rate Loan, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04 (if applicable) and (2) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (Bz) any prepayment of B Term SOFR Loans shall also be in a principal amount of $5,000,000 subject to Section 2.10(a)(ii) below. Any prepayments pursuant to this Section 2.10(a) may be made with respect to one or a whole multiple of $1,000,000 in excess thereof; more Facilities as may be determined by the Borrower and (C) any shall not be required to be made ratably across the Facilities. Any prepayment of Base Rate Loans with respect to the Term Facility shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, applied to the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid). If such notice is given remaining amortization payments thereunder as directed by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, the Borrower shall make such may state that any notice of prepayment and under this Section 2.10(a) is conditioned upon the payment amount occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice shall may be due and payable on revoked by the date specified therein. Any prepayment of principal shall be accompanied Borrower (by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, such prepayments shall be paid written notice to the Lenders in accordance with their respective Revolving Loans being prepaidAgent on or prior to the specified effective date) if such condition is not satisfied.

Optional. (i) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing Loans in whole or in part without premium or penalty; provided that, that (A1) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (1New York, New York time) four (4A) three Business Days prior to any date of prepayment of Term SOFR Eurocurrency Rate Loans and (2B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B2) any partial prepayment of Term SOFR Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 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 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) Type of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid). 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 shall promptly notify each Lender holding Loans to be prepaid of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. Any prepayment of principal a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of Loans pursuant to this Section 2.14, such prepayments 2.05(a) shall be paid to the Lenders in accordance with their respective Revolving Pro Rata Shares of the Loans being to be prepaid. At the election of the Borrowers in connection with any prepayment to this Section 2.05(a)(i), such prepayment shall not be applied to any Loan of a Defaulting Lender. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a)(i) if such prepayment would have resulted from a refinancing of all of the Loans, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent (which may be given by telephone if confirmed promptly thereafter in writing), at any time or from time to time voluntarily prepay any Revolving Borrowing Loans in whole or in part without premium or penalty; provided that, that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (1) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)the relevant Facility. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Term B Loans pursuant to this Section 2.142.04(a) shall be applied to the principal repayment installments thereof on a pro rata basis, and each such prepayments prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. In the event that the Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied to the Term B Facility and to the principal repayment installments thereof on a pro rata basis, and second to the Revolving Credit Loans being prepaidoutstanding at such time on a pro rata basis. In the event that the Borrower fails to specify the Type of Loan to which such prepayment shall be applied, prepayment shall be applied first to repay outstanding Base Rate Loans to the fullest extent thereof, and second to repay outstanding Eurodollar Rate Loans, each in a manner which minimizes to the extent possible any amounts payable by the Borrower under Section 3.05.

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 Revolving Borrowing Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (1) four three (43) Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR 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 (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidPercentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.142.15, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Applicable Percentages. (ii) The Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans being 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 Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Optional. (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 Term Loans and Revolving Borrowing Credit Loans in whole or in part without premium or penalty; provided that, that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base BBA LIBOR Daily Floating Rate Loans; (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (C) any prepayment of Base BBA LIBOR Daily Floating Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR 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 (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidthe 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 principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Term Loans and Amortizing Revolver Borrowings pursuant to this Section 2.142.05(a) shall be applied ratably to the Term Loans and the Amortizing Revolver Borrowings to the principal repayment installments thereof in inverse order of maturity, and each such prepayments prepayment shall be paid to the Lenders in accordance with their respective Revolving Loans being prepaidApplicable Percentages in respect of each of the relevant Facilities. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Term Facility pursuant to this Section 2.05(a)(i) during the period from the Closing Date through the date ten Business Days thereafter.

Optional. The principal amount of any Base Rate Advance, including any Swingline Loan, may be prepaid in full or ratably in part at any time, without premium or penalty and without regard to the Payment Date for such Advance. The principal amount of any LIBORTerm Rate Advance may be prepaid in full or ratably in part, upon three (3) Business Days’ prior written notice (in the case of any LIBORTerm Rate Advance denominated in Dollars) or upon four (4) Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior written notice (in the case of any LIBORTerm Rate Advance denominated in an Alternative Currency), or telephonic notice followed immediately by written notice, to the Administrative Agent, without premium or penalty; provided, however, that, to the extent prepaid prior to the applicable Payment Date for such LIBORTerm Rate Advance, the Company or the relevant Subsidiary Borrower shall reimburse the applicable Lenders, on the earlier of demand by the applicable Lender or the Maturity Date, for any loss or out-of-pocket expense incurred by any such Lender in connection with such prepayment, as set forth in Section 2.9 hereof; and provided further, however, that (i) the Company’s or any relevant Subsidiary Borrower’s failure to confirm any telephonic notice with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent and (ii) any notice of prepayment given hereunder may be revoked by the relevant Borrower at any time. The Borrower mayprincipal amount of any XXXXX Rate Advance may be prepaid in full or ratably in part, upon five (5) Business Days prior written notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing in whole or in part without premium or penalty; provided that, (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) four (4) Business Days prior to any date of . Any prepayment of Term SOFR Loans and (2) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans hereunder shall be in a principal amount amounts of not less than $5,000,000 or a whole 2,000,000.00 and in an integral multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate 1,000,000.00. Amounts prepaid pursuant to this Section 2.6(a), with respect to the Revolving Loans or Swingline Loans, shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orfully revolving and accordingly may be reborrowed, in each case, if less, subject to the entire principal amount thereof then outstandingterms and conditions hereof. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be Amounts prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all paid together with accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Loans being so prepaid.

Optional. (iX) The ---------------------- -------- Borrower maymay on any Business Day, upon notice given to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing in whole or in part without premium or penalty; provided that, (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. A.M. (1New York City time) four (4) Business Days prior to any date of prepayment of Term SOFR Loans and (2) one (1) on the third Business Day prior to any the date of prepayment the proposed Conversion and subject to the provisions of Sections 2.08 and 2.12, Convert all or any portion of the Advances of one Type comprising the same Borrowing into Advances of the other Type; provided, however, that if any -------- ------- Conversion of Eurodollar Rate Advances into Base Rate Advances is made other than on the last day of an Interest Period for such Eurodollar Rate Advances the Borrower shall also pay any amounts owing pursuant to Section 8.04(c), any Conversion of Base Rate Loans; (B) any prepayment of Term SOFR Loans Advances into Eurodollar Rate Advances shall be in a principal an amount of $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 $100,000 in excess thereof or, in each case, if less, not less than the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment minimum amount specified in such notice Section 2.02(c), no Conversion of any Advances shall result in more separate Borrowings than permitted under Section 2.02(c) and each Conversion of Advances comprising part of the same Borrowing under any Facility shall be due and payable on made ratably among the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, such prepayments shall be paid to the Appropriate Lenders in accordance with their respective Revolving Loans being prepaidCommitments under such Facility. Each such notice of Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Advances to be Converted and (iii) if such Conversion is into Eurodollar Rate Advances, the duration of the initial Interest Period for such Advances. Each notice of Conversion shall be irrevocable and binding on the Borrower; and (Y) The Canadian Borrower may on --- any Business Day, upon notice given to the Agent not later than 12:00 noon (New York City time) on a Business Day at least two Canadian Business Days prior to the date of the proposed conversion and subject to the provisions of Sections 2.08 or 2.12, convert all or any portion of the Canadian Prime Rate Advances comprising part of the same Borrowing to Drawings in accordance with Section 2.04(a) hereof. Each such notice of Conversion shall specify (A) the date of such Conversion, (B) the Canadian Prime Rate Advances to be Converted, (C) if less than all of the Canadian Prime Rate Advances comprising part of any Borrowing are to be Converted, the aggregate amount of Canadian Prime Rate Advances to be so Converted and (D) the initial term to maturity of the Bankers' Acceptances (which shall comply with the definition of "Maturity Date" in Section 1.01); provided, however, that, if the Agent determines in good faith -------- ------- (which determination shall be conclusive and binding upon the Canadian Borrower) that the Bankers' Acceptances cannot be Converted ratably by the Canadian Lenders, due solely to the requested aggregate Face Amount thereof, the aggregate Face Amount of Bankers' Acceptances to be created and purchased by any Canadian Lender shall be reduced to such lesser amount as the Agent determines will permit such Conversion to be so made and each Canadian Lender shall continue to maintain a Canadian Prime Rate Advance in the amount of the difference between such Canadian Lender's ratable portion of the original aggregate amount of the Canadian Prime Rate Advances to be Converted and the Face Amount of the Bankers' Acceptances to be created by such Canadian Lender after giving effect to such Conversion. Each notice of Conversion under this Section 2.10 shall be irrevocable and binding on the Canadian Borrower.

Optional. (i) The Parent Borrower may, upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay any Revolving Borrowing Loans in whole or in part without premium or penaltypenalty but subject to payment of the applicable Prepayment Premium pursuant to Section 2.05(c); provided that, that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (1A) four (4) 3 Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (Bii) any partial prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loansthe Term Loans and otherwise be in a form reasonably acceptable to the Administrative Agent. 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 's Pro Rata Share of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the Parent Borrower, the Parent Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment pursuant to this Section 2.05(a) may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked or modified by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, such prepayments Each prepayment of the outstanding Term Loans shall be paid applied to the Term Loans of the Lenders in accordance with their respective Revolving Pro Rata Shares of the Term Loan Facility. Each such prepayment shall be applied against the remaining installments of principal due on the Term Loans being prepaidas directed by the Parent Borrower.

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 Revolving Borrowing Loans in whole or in part without premium or penaltypart; provided that, that (A) for any such prepayments made in connection with a Repricing Event prior to the six month anniversary of the 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 received by the Administrative Agent not later than 11:00 a.m. (1) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (BC) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (CD) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR 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 's ratable portion of such prepayment (determined based on such Lender’s 's Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidPercentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Loans pursuant to this Section 2.14, 2.03(a) shall be applied to the principal installments thereof as directed by the Borrower. Each such prepayments prepayment shall be paid to the Lenders in accordance with their respective Revolving Loans being prepaidApplicable Percentages. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted 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. (i) The Each Borrower maymay on any Business Day elect to Convert all or any portion of the Advances comprising the same Borrowing made to such Borrower from one Type into Advances of the other Type, upon notice and in the case of Eurodollar Rate Advances, may elect Interest Periods therefor, all as provided in this Section 2.10. Each Borrower may elect different options with respect to different portions of the Administrative AgentBorrowing made to such Borrower, at any in which case each such portion shall be allocated ratably among the Lender Parties in accordance with their Commitments. At no time or from time shall the total number of different Interest Periods for all Eurodollar Rate Advances outstanding exceed ten. (ii) To make an election pursuant to time voluntarily prepay any Revolving Borrowing in whole or in part without premium or penalty; provided thatthis Section 2.10(a), (A) such notice must be received by a Borrower shall give the Administrative Agent not later than 11:00 a.m. prior written notice (1or telephonic notice promptly confirmed in writing) four by telecopier or electronic mail (4a “Notice of Conversion/Continuation”) of the Conversion or Continuation, as the case may be, (i) by 1:00 p.m. (New York City time) on the requested date of a Conversion into Base Rate Advances and (ii) by 12:00 noon (New York City time) three Business Days prior to a Continuation of or Conversion into Eurodollar Rate Advances; provided, however, that any date Conversion of prepayment Eurodollar Rate Advances into Base Rate Advances shall be made only on the last day of Term SOFR Loans and (2) one (1) Business Day prior to an Interest Period for such Eurodollar Rate Advances, any date of prepayment Conversion of Base Rate LoansAdvances into Eurodollar Rate Advances shall be in an amount not less than the minimum amount specified in Section 2.02(b), no Conversion of any Advances shall result in more separate Borrowings than permitted under Section 2.02(b) and each Conversion of Advances comprising part of the same Borrowing shall be made ratably among the Lender Parties in accordance with their Commitments. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify (A) if different options are being elected with respect to different portions of the Borrowings, the portions thereof that are to be allocated to each resulting election (in which case the information to be specified pursuant to clauses (C) and (D) shall be specified for each resulting portion); (B) any prepayment the effective date of Term SOFR Loans the election made pursuant to such Notice of Conversion/Continuation, which shall be in a principal amount Business Day; (C) whether the resulting Borrowings are to be comprised of $5,000,000 Base Rate Advances or a whole multiple of $1,000,000 in excess thereofEurodollar Rate Advances; and (CD) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans resulting Borrowings are to be prepaidcomprised of Eurodollar Rate Advances, the Interest Period(sPeriod applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests that the relevant Borrowing be comprised of Eurodollar Rate Advances but does not specify an Interest Period, such Borrower shall be deemed to have selected an Interest Period of one month. Each Notice of Conversion/Continuation shall be irrevocable and binding on the Borrower issuing such notice. AYE Refinancing Credit Agreement 54 (iii) If, on the expiration of any Interest Period in respect of any Eurodollar Rate Advances made to a Borrower, such LoansBorrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Advances are repaid as provided herein, such Borrower shall be deemed to have elected to Convert such Advances to Base Rate Advances. The No Advances may be Converted into, or Continued as, Eurodollar Rate Advances if an Event of Default has occurred and is continuing, unless the Administrative Agent will and the Required Lenders shall have otherwise consented in writing. (iv) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender Party of its receipt the details thereof and of such Lender Party’s ratable share of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Loans being prepaidelection.

Optional. (i) The Each Borrower may, upon notice to the Administrative AgentPaying Agent provided by Timken, at any time or from time to time voluntarily prepay any Revolving Borrowing Loans in whole or in part without premium or penalty; provided that, that (A1) such notice must be received by the Administrative Paying Agent not later than 11:00 a.m. (1A) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurocurrency Rate Loans and (2B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B2) any prepayment of Term SOFR Revolving Credit Loans shall be in a principal amount of $5,000,000 not less than the Revolving Credit Borrowing Minimum or a whole multiple of $1,000,000 the Revolving Credit Borrowing Multiple in excess thereof; and (C3) any prepayment of Base Rate Swing Line Loans shall be in a principal amount of $500,000 or a whole multiple of not less than $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided further that such notice may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by Timken (by notice to the Co-Administrative Agents on or prior to the specified prepayment date) if such condition is not satisfied. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Paying Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the Borrowergiven, 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 principal a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.142.16, such prepayments each prepayment pursuant to this Section 2.05(a) shall be paid to the Paying Agent for distribution to the Appropriate Lenders in accordance with their respective Revolving Pro Rata Shares. (ii) Timken may, upon notice to the Swing Line Lender (with a copy to the Paying Agent), at any time or from time to time, voluntarily prepay Swing Line Loans being prepaidin whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Paying 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; provided further that such notice may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by Timken (by notice to the Co-Administrative Agents on or prior to the specified prepayment date) if such condition is not satisfied. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Timken, Timken shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Each Borrower may, upon notice from the Borrowing Agent to the Administrative Agent, at any time or from time to time voluntarily prepay any Term Loans and Revolving Borrowing Loans in whole or in part without premium or penalty; provided that, that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1A) four (4) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans and (2denominated in Special Notice Currencies) one (1) Business Day prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Term SOFR Loans shall be in a principal amount of $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 $500,000 300,000 or a whole multiple of $100,000 in excess thereof thereof; or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans, and shall be in a form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrowing Agent. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the BorrowerBorrowing Agent, 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 principal a Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.142.17, each such prepayments prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Revolving Loans being prepaidApplicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Each Borrower may, upon notice from the Borrowing Agent to the Administrative Agent, at any time or from time to time voluntarily prepay any Term Loans and Revolving Borrowing Loans in whole or in part without premium or penalty; provided that, that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1A) four (4) two Business Days prior to any date of prepayment of Term SOFR Loans Loans, and (2B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Term SOFR Loans shall be in a principal amount of $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 $500,000 300,000 or a whole multiple of $100,000 in excess thereof thereof; or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans, and shall be in a form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrowing Agent. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the BorrowerBorrowing Agent, 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 principal a Term SOFR Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.142.17, each such prepayments prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Revolving Loans being prepaidApplicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Each Borrower may, upon notice to the Administrative AgentPaying Agent provided by Timken, at any time or from time to time voluntarily prepay any Revolving Borrowing Loans in whole or in part without premium or penalty; provided that, that (A1) such notice must be received by the Administrative Paying Agent not later than 11:00 a.m. (1A) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurocurrency Rate Loans and (2B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B2) any prepayment of Term SOFR Revolving Credit Loans shall be in a principal amount of $5,000,000 not less than the Revolving Credit Borrowing Minimum or a whole multiple of $1,000,000 the Revolving Credit Borrowing Multiple in excess thereof; and (C3) any prepayment of Base Rate Swing Line Loans shall be in a principal amount of $500,000 or a whole multiple of not less than $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided further that such notice may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by Timken (by notice to the Co-Administrative Agents on or prior to the specified prepayment date) if such condition is not satisfied. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Paying Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the Borrowergiven, 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 principal a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.142.16, such prepayments each prepayment pursuant to this Section 2.05(a) shall be paid to the Paying Agent for distribution to the Appropriate Lenders in accordance with their respective Revolving Pro Rata Shares. (i) Timken may, upon notice to the Swing Line Lender (with a copy to the Paying Agent), at any time or from time to time, voluntarily prepay Swing Line Loans being prepaidin whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Paying 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; provided further that such notice may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by Timken (by notice to the Co-Administrative Agents on or prior to the specified prepayment date) if such condition is not satisfied. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Timken, Timken shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

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 Revolving Borrowing Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided provided, that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) four three (43) Business Days prior to any date of prepayment of Term SOFR Loans Eurodollar Rate Loans, and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice Notice of Loan Prepayment shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR 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 noticeNotice of Loan Prepayment, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidthe Facility). If such notice a Notice of Loan Prepayment is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such Notice of Loan Prepayment shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (ii) The Borrowers may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay 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 Notice of Loan Prepayment shall specify the date and amount of such prepayment. If a Notice of Loan Prepayment is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such Notice of Loan Prepayment shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Loans being prepaid.

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 Revolving Borrowing Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) four three (43) Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR 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 (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidPercentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.142.15, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Applicable Percentages. (ii) The Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans being 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 thereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Optional. (i) The Borrower may, upon notice to Company shall have the Administrative Agent, right at any time or from time to time voluntarily prepay any Revolving Borrowing upon not less than two Business Days' prior written notice to the Agent to reduce the Total Commitments of the Banks, in whole or in part without premium or penalty; part, provided that, (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) four (4) Business Days prior to any date of prepayment of Term SOFR Loans and (2) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans that each partial reduction shall be in a an aggregate amount of not less than $1,000,000 and an integral multiple of $500,000, and shall reduce the respective Commitments of all the Banks proportionately; provided, however, that the Company shall not reduce the Total Commitments of the Banks to an amount which is less than the aggregate of (i) the aggregate principal amount of $5,000,000 or a whole multiple all Eurodollar Rate Loans having Interest Periods ending after the effective date of $1,000,000 in excess thereofthe reduction plus (ii) the Issued Amount of the Letter of Credit plus (iii) the aggregate outstanding Reimbursement Obligations; and (C) further, provided, that in no event shall the Total Commitments of the Banks be reduced to an amount less than $100,000,000, unless the Total Commitments of the Banks are terminated in full. The Agent shall give prompt written notice to each Bank of each such reduction. Upon any optional reduction of the Total Commitments of the Banks, the Company shall prepay such amount of each Bank's outstanding Loans, if any, as may be necessary so that after such prepayment the sum of Base Rate Loans shall be in a the aggregate unpaid principal amount of $500,000 or a whole multiple such Bank's Loans, such Bank's pro rata share of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeunpaid Reimbursement Obligations, and such Bank's liability in respect of the Letter of Credit does not exceed the amount of such Lender’s ratable portion Bank's Commitment as then reduced. The Company shall not terminate the Total Commitments of the Banks unless concurrent with such termination, the Company shall repay all outstanding Loans, Reimbursement Obligations, Letter of Credit Fees, accrued interest and other amounts owing hereunder and shall return or cause to be returned to the Letter of Credit Bank the Letter of Credit marked "cancelled." The Agent shall give prompt written notice to each Bank of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Loans being prepaidtermination.

Optional. (i) The Subject to the last sentence of this Section 2.5(a), the Borrower may, upon notice to the Term Administrative Agent, in the case of a prepayment of Term Loans, and the Revolving Administrative Agent, in the case of a prepayment of Revolving Credit Loans at any time or from time to time voluntarily prepay any Term Loans and Revolving Borrowing Credit Loans in whole or in part without premium or penalty; provided that, that (A) such notice must be received by the applicable Administrative Agent not later than 11:00 a.m. 12:00 noon (1) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Term Administrative Agent Agent, in the case of a prepayment of Term Loans, and the Revolving Administrative Agent, in the case of a prepayment of Revolving Credit Loans will promptly notify each Lender of its receipt of each such notice, and of the amount of (1) in the case of such Lender’s ratable portion of such prepayment the Maximum Increase Amount, to the principal repayment installment due on the Maturity Date for the Term Facility, and (determined based on such Lender’s Applicable Percentage 2) in respect of each Revolving Borrowing (or portion thereof) being prepaid). If such notice is given all other cases, to the principal repayment installments thereof as directed by the Borrower, the Borrower shall make and each such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Loans being prepaidApplicable Percentages in respect of each of the relevant Facilities. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Term Facility pursuant to this Section 2.5(a) 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 Term Loans and Revolving Borrowing Credit Loans in whole or in part without premium or penalty; provided provided, that in the event that, on or prior to the first anniversary of the Closing Date, the Borrower (Ax) makes any prepayment of Term Loans in connection with any Repricing Transaction or (y) effects any amendment to this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Lenders, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment that were prepaid pursuant to such amendment; provided, further, that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1A) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2B) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and prepayment, the Type(s) of Loans to be prepaid and, if in the case of a prepayment of Term SOFR Loans are Loans, the amount of such prepayment to be prepaid, the Interest Period(s) of such Loansapplied to each Term Facility. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidthe 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 principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Loans pursuant to this Section 2.142.04(a) shall be applied (x) to the Facility or Facilities specified by the Borrower in the related notice of prepayment and (y) within each Facility or Facilities to be prepaid, to the principal repayment installments thereof as directed by the Borrower (and if not so directed, on a pro rata basis), and each such prepayments prepayment shall be paid to the Lenders in accordance with their respective Revolving Loans being prepaidApplicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay any Revolving Borrowing the Loans, in whole or in part part, without premium or penalty; provided that, (A) such upon irrevocable notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m. (1) four (4) 12:00 Noon, New York City time, three Business Days prior to any date thereto, in the case of prepayment of Term SOFR Loans EurodollarTerm Benchmark Loans, and (2) no later than 2:00 p.m., New York City time, one (1) Business Day prior to any date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans shall be in a principal amount of $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 $100,000 in excess thereof orthereto, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and whether the Type(s) prepayment is of EurodollarTerm Benchmark Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such or ABR Loans. The Upon receipt of any such notice the Administrative Agent will shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid). If any 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, together with accrued interest to such date on the amount prepaid. Any Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds of such refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by all accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any EurodollarTerm Benchmark Loans that are prepaid on any day other than the last day of the Revolving Borrowing(s) being prepaidInterest Period applicable to it, together with the Borrower shall pay any additional amounts required due to the Lenders as a result thereof pursuant to Section 3.05. Subject to Section 2.14, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Loans being prepaid2.17.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Term Loans and Revolving Borrowing Loans in whole or in part without premium or penalty; provided that, that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) four three (43) Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (C) any prepayment of SV\1166258.1 Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR 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 (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidthe 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 principal shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro-rata basis. Subject to Section 2.142.15, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Applicable Percentages in respect of each of the relevant Facilities. (ii) The Borrower may, upon notice to the Swingline Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans being in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 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 principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent (which may be given by telephone if confirmed promptly thereafter in writing), at any time or from time to time voluntarily prepay any Revolving Borrowing Loans in whole or in part without premium or penalty; provided that, (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. without (1) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's ratable portion of such prepayment (determined based on such Lender’s 's Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)the relevant Facility. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Term B pursuant to this Section 2.142.04(a) shall be applied to the principal repayment installments thereof on a pro rata basis, and each such prepayments prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. In the event that the Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied first to the Term B Facility and to the principal repayment installments thereof on a pro rata basis, and second to the Revolving Credit Loans being prepaidoutstanding at such time on a pro rata basis. In the event that the Borrower fails to specify the Type of Loan to which such prepayment shall be applied, prepayment shall be applied first to repay outstanding Base Rate Loans to the fullest extent thereof, and second to repay outstanding Eurodollar Rate Loans, each in a manner which minimizes to the extent possible any amounts payable by the Borrower under Section 3.05.

Optional. (i) The Borrower Borrowers may, upon written notice by Borrower Agent to the Administrative AgentAgent pursuant to Section 2.03(c) below, at any time or from time to time voluntarily prepay Term Loans of any Revolving Borrowing Class in whole or in part part, subject to Section 2.03(d), but otherwise without premium or penalty; provided that, that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) four (4) Business Days prior to any date of prepayment of Term SOFR Loans and (2) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (Bx) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof; thereof and (Cy) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Any voluntary prepayment of a Term Loan pursuant to this Section 2.03(a) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Class(es) and Type(s) of Term Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid). 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 The Administrative Agent will promptly notify each Appropriate Lender of principal shall be accompanied by all accrued interest on its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage or other applicable share provided for under this Agreement of such prepayment. Each such prepayment of the Revolving Borrowing(s) being prepaid, together with any additional amounts required outstanding Term Loans pursuant to this Section 3.05. Subject to Section 2.14, such prepayments 2.03(a) shall be paid applied to scheduled amortization payments and the Lenders payment at final maturity under Section 2.05 in accordance with their respective Revolving such order as Borrower Agent shall determine; provided that absent direction from Borrower Agent, any such voluntary prepayment of the Term Facility shall be applied to scheduled amortization payments in the direct order of maturity. All payments made pursuant to this Section 2.03(a) shall be applied on a pro rata basis to each Lender holding Term Loans of the Class being prepaid.

Optional. (i) The Borrower maymay on any Business Day, upon notice given to the Administrative AgentAgent not later than 12:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Section 2.10, at Convert all or any time portion of the Advances of one Type comprising the same Borrowing into Advances of the other Type; provided, however, that if the Borrower wishes to request a Conversion to Eurocurrency Rate Advances having an Interest Period of nine or from time to time voluntarily prepay any Revolving Borrowing twelve months’ duration, as provided in whole or in part without premium or penalty; provided thatthe definition of “Interest Period”, (A) such the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 P.M. (1New York City time) four (4) Business Days prior to any date of prepayment of Term SOFR Loans and (2) one (1) on the fourth Business Day prior to any the requested date of prepayment such Conversion, whereupon the Administrative Agent shall give prompt notice of such request to the Appropriate Lenders and determine whether or not the requested Interest Period has been consented to by all the Appropriate Lenders; and provided further that Eurocurrency Rate Advances in Foreign Currencies may not be Converted into Base Rate Advances, any Conversion of Eurocurrency Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurocurrency Rate Advances, any Conversion of Base Rate Loans; (B) any prepayment of Term SOFR Loans Advances into Eurocurrency Rate Advances shall be in a principal an amount of $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 $100,000 in excess thereof or, in each case, if less, not less than the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment minimum amount specified in such notice Section 2.02(c), no Conversion of any Advances shall result in more separate Borrowings than permitted under Section 2.02(c) and each Conversion of Advances comprising part of the same Borrowing under any Facility shall be due and payable on made ratably among the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, such prepayments shall be paid to the Appropriate Lenders in accordance with their respective Revolving Loans being prepaidCommitments under such Facility. Each such notice of Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Advances to be Converted and (iii) if such Conversion is into Eurocurrency Rate Advances, the duration of the initial Interest Period for such Advances. Each notice of Conversion shall be irrevocable and binding on the Borrower.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing Committed Loans in whole or in part without premium or penalty; provided that, that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2B) one (1) Business Day prior to any on the date of prepayment of Base Rate Committed Loans; , (Bii) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; thereof and (Ciii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans; provided, however, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.1427 Cboe Global Markets, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Loans being prepaid.Inc. - Credit Agreement(Term Loan Credit Facility)

Optional. (i) The Borrower may, upon same day notice to in the Administrative Agentcase of Base Rate Advances or LIBOR Floating Rate Advances and three Business Days’ notice in the case of Eurodollar Rate Advances, at any time or from time to time voluntarily prepay any Revolving Borrowing in whole or each case in part without premium or penalty; provided that, (A) such notice must be the form of a Notice of Loan Prepayment received by the Administrative Agent not no later than 11:00 a.m. (1AM on such date, stating the proposed date, aggregate principal amount of the prepayment, the Facility and the Type(s) four (4of Advances to be prepaid and, if Eurodollar Rate Advances are to be prepaid, the Interest Period(s) Business Days prior of such Advances, and if such notice is given the Borrower shall, prepay the outstanding aggregate principal amount of the Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to any the date of such prepayment on the aggregate principal amount prepaid; provided that any notice of prepayment in full may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such notice of prepayment may be revoked or the effective date specified therein may be delayed; provided, however, that (i) each partial prepayment of Term SOFR Loans and (2x) one (1) Business Day prior to any date of prepayment of Base Eurodollar Rate Loans; (B) any prepayment of Term SOFR Loans Advances shall be in a an aggregate principal amount of $5,000,000 1,000,000 or a whole an integral multiple of $1,000,000 500,000 in excess thereof; thereof and (Cy) any prepayment of Base Rate Loans Advances and LIBOR Floating Rate Advances shall be in a an aggregate principal amount of $500,000 or a whole an integral multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each of the Advances outstanding and (ii) if any prepayment of a Eurodollar Rate Advance is made on a date other than the last day of an Interest Period for such notice shall specify the Revolving Borrowing(s) being prepaidAdvance, the date and amount of such prepayment and the Type(s) of Loans Borrower shall also pay any amounts owing pursuant to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such LoansSection 9.04(c). 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 Pro Rata Share of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05prepayment. Subject to Section 2.149.10, each such prepayments prepayment shall be paid applied to the Advances of the Lenders in accordance with their respective Revolving Loans being prepaidPro Rata Shares in respect of the relevant Facility.

Optional. (i) The Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, may upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay any Term Loans and Revolving Borrowing Credit Loans in whole or in part without premium or penalty; provided that, that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1x) four (4) two Business Days prior to any date of prepayment of Term SOFR Loans and (2y) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; , (B) any prepayment of Term SOFR Loans shall be in a principal amount of $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 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being Facility to be prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)such prepayment. If such notice is given by the Borrower, the Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Notwithstanding anything to the contrary contained herein, 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 by the Borrower (by written notice on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of principal a Term SOFR Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Term Loans pursuant to this Section 2.14, such prepayments 2.05(a) shall be paid (x) applied to the Lenders in accordance with their respective Revolving each Class of Term Loans being prepaid.on a pro rata basis and (y) within each Class of Term

Optional. (ia) The Borrower may, upon written notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay any Revolving Borrowing Class or Classes of Term Loans in whole or in part without premium or penaltypart, with any applicable Prepayment Premium as provided in Section 2.18; provided that, (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. 3:00 p.m., New York time, (1A) four three (43) Business Days prior to any date of prepayment of Term SOFR LIBOR Rate Loans and (2B) one (1) Business Day prior to any date of prepayment of Base Rate Loans; ; (Bii) any partial prepayment of Term SOFR LIBOR Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess 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 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)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 principal a Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaidthereon, together with with, in the case of a LIBOR Rate Loan, any additional amounts required pursuant to Section 3.05. Subject In the case of each prepayment of the Loans pursuant to this Section 2.142.05(1), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such prepayments payment shall be paid to the Appropriate Lenders in accordance with their respective Revolving Pro Rata Shares or other applicable share provided for under this Agreement. (b) [Reserved]. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(1)(a) if such prepayment would have resulted from a refinancing of all or a portion of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed. (d) Each prepayment in respect of any Term Loans (other than with respect to Extended 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; provided that the Borrower may prepay Term Loans of any Term Loan Class pursuant to this Section 2.05 without any requirement to prepay Extended Loans that were converted or exchanged from such Term Loan Class. Subject to Section 2.16(3), 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 or shall occur as a result thereof, (y) no offer pursuant to this Section 2.05(e) is made on a non-pro rata basis and no fees, consideration or other economics are offered or given on a non-pro rata basis in connection with any transaction pursuant to this Section 2.05(e) and (z) no proceeds of ABL Loans are used for this purpose, any Borrower Party may 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) 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. (B) (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 prepaidunderstood 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 $1,000,000 and whole increments of $500,000 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 and the Administrative Agent (to the extent the Administrative Agent is not the Auction Agent) 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) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing Committed Loans in whole or in part without premium or penalty; provided that, that (Ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1A) four (4) three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2B) one (1) Business Day prior to any on the date of prepayment of Base Rate Committed Loans; (Bii) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaidrepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Except as set forth in Section 2.142.15, each such prepayments prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Revolving Applicable Percentages. (ii) At any time during which an Autoborrow Agreement is not in effect, the Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans being prepaidin whole or in part without premium or penalty; provided that unless otherwise agreed by the Swing Line Lender (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount equal to the lesser of $100,000 and the outstanding principal amount of all Swing Line Loans as of such date. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (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 Revolving Borrowing Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided provided, that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) four three (43) Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans and (2) one (1) Business Day prior to any on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR 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 (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaidPercentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.142.15, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Applicable Percentages. (ii) The Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans being prepaidin 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 $500,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Either Borrower may, upon at least five (5) Business Days' notice to the Administrative AgentAgent stating the proposed date and aggregate principal amount of the prepayment, at any time and if such notice is given such Borrower shall, prepay the then outstanding aggregate principal amount of the Letter of Credit Advances or from time to time voluntarily prepay any Revolving the then outstanding aggregate principal amount of the Working Capital Advances (but not permanently reduce the Working Capital Facility) comprising part of the same Borrowing and owing by such Borrower in whole or ratably in part without premium or penalty; provided thatpart, (A) such notice must be received by together with accrued interest to the Administrative Agent not later than 11:00 a.m. (1) four (4) Business Days prior to any date of such prepayment of Term SOFR Loans and on the aggregate principal amount prepaid; PROVIDED, HOWEVER, that (2x) one (1) Business Day prior to any date of each partial prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans shall be in a principal amount of $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 an aggregate principal amount of $500,000 or a whole an integral multiple of $100,000 in excess thereof orand (y) no such prepayment of a Eurodollar Rate Advance shall be made other than on the last day of an Interest Period therefor. (ii) Either Borrower may, upon at least five (5) Business Days' notice to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, permanently prepay the outstanding aggregate principal amount of the Advances owing by such Borrower, in each casewhole or ratably in part, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, together with accrued interest to the date and amount of such prepayment on the aggregate principal amount prepaid; PROVIDED, HOWEVER, that (x) each partial prepayment shall be in an aggregate principal amount of $500,000 or an integral multiple of $100,000 in excess thereof and (y) no such prepayment of a Eurodollar Rate Advance shall be made other than on the Type(slast day of an Interest Period therefor. Each permanent prepayment made by a Borrower pursuant to this Section 2.06(a)(ii) shall be applied to the Facilities made available to such Borrower in the following manner: FIRST, to the Term Loan Advances then owing by such Borrower under the Term Loan Facility, for application to the then unpaid installments of Loans principal on such Term Loan Advances in inverse order of maturity, SECOND, in the case of the Parent Borrower, but not of the Sub Borrower, to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, THIRD, to the Working Capital Advances then owing by such Borrower under the Working Capital Facility until such Working Capital Advances are repaid in full (and contemporaneously therewith the Working Capital Facility shall be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of automatically permanently reduced by the amount of such Lender’s ratable portion permanent prepayment), and FOURTH, in the case of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid). If such notice is given by the Parent Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount but not of the Revolving Borrowing(s) being prepaidSub Borrower, together with any additional amounts required pursuant deposited in the L/C Cash Collateral Account to Section 3.05. Subject to Section 2.14, such prepayments shall be paid to cash collateralize 100% of the Lenders in accordance with their respective Revolving Loans being prepaidAvailable Amount of Letters of Credit then outstanding.

Optional. (i) The Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Borrowing Credit Loans in whole or in part without premium or penalty; provided that, that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. a.m. (1) four (4) three Business Days prior to any date of prepayment of Term SOFR Loans and Eurocurrency Rate Loan, (2) one four Business Days (1or five, in the case of prepayment of Loans denominated in Special Notice Currencies) Business Day prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (3) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Eurocurrency Rate Loans shall be in a principal amount of $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 $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (i) the Revolving Borrowing(sapplicable Borrower, (ii) being prepaid, the date and amount of such prepayment and prepayment, (iii) the Type(s) of Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such LoansLoans and (iv) in the case of a prepayment of Loans in Dollars, the Class of the Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each the Revolving Borrowing (or portion thereof) being prepaidCredit Facility). 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; provided that if such notice is given in connection with a refinancing of all Senior Credit Obligations (other than contingent indemnification obligations), such notice may be conditional on the effectiveness of the replacement credit agreement or other similar document and may be revoked by the applicable Borrower if such condition is not satisfied. Any prepayment of principal a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, such prepayments shall be paid to the Lenders in accordance with their respective Revolving Loans being prepaid.