Common use of Optional Clause in Contracts

Optional. 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 Revolving 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 9:00 a.m. (1) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one 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 date and amount of such prepayment and the Types of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any 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. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together 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. 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummated.

Optional. Subject to the last sentence of this Section 2.04(a), any Borrower (i) The Borrowers may, upon notice to the Administrative Agent from the Borrower Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that except with respect to prepayments in accordance with Section 4.04(c), (A) such notice must be received by the Administrative Agent not later than 9:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Term Eurocurrency RateCORRA Loans or SOFR Loans, Loans and (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Base Rate Loans and (3) on the date of prepayment of Base or Canadian Prime Rate Loans; (B) any prepayment of Term SOFR Eurocurrency RateCORRA Loans or Daily Simple SOFR Loans shall be in a Dollar Equivalent principal amount of $5,000,000 100,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (C) any prepayment of Base Rate Loans or Canadian Prime Rate Loans shall be in a Dollar Equivalent 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. During a Dominion Trigger Period, there shall be no minimum repayment amount for Base Rate Loans or Canadian Prime Rate Loans. Each such notice shall specify the date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term Eurocurrency RateCORRA Loans or SOFR Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Revolving Credit Facility). If such notice is given by any Borrowerthe Borrower Agent, such 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. Any prepayment of a Eurocurrency RateCORRA Loan or SOFR Loans shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Subject to Section 2.17, such prepayments shall be paid to the foregoingLenders in accordance with their respective Applicable Percentages. (ii) The Borrowers may, if upon notice to the Swing Line Lender (with a copy to the Administrative Agent) from the Borrower Agent, at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of prepayment indicates that 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 to be funded with given by the proceeds of a new financing that would result in the repayment of all Obligations in connection therewithBorrower Agent, the termination of the Loans and Commitments under this Agreement Borrowers shall make such prepayment and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 2.04(a), any Borrower (i) The Co-Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Committed 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 9:00 a.m. 11:00 a.m. (1) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (32) on the date of prepayment of Base Rate Committed Loans; (B) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types Type(s) of Committed Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any Borrowerthe Co-Borrowers, such Borrower 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. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Subject to Section 2.17, each such prepayment shall be applied to the foregoingCommitted Loans of the Lenders in accordance with their respective Applicable Percentages. (ii) The Co-Borrowers may, if upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of prepayment indicates that 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 to be funded with given by the proceeds of a new financing that would result in the repayment of all Obligations in connection therewithCo-Borrowers, the termination of the Loans and Commitments under this Agreement Co-Borrowers shall make such prepayment and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans Borrowing 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 9:00 a.m. 11:00 a.m. (1) three four (4) Business Days prior to any date of prepayment of Term SOFR Loans, Loans and (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 Types Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods 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 the relevant Facilityeach Revolving Borrowing (or portion thereof) being prepaid). If such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Loan principal shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding the foregoing, if such notice of prepayment indicates that such prepayment is Subject 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”)Section 2.14, such notice of prepayment may prepayments shall be revoked if such New Financing is not consummatedpaid to the Lenders in accordance with their respective Revolving Loans being prepaid.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving 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 9:00 a.m.1:00 p.m. (1) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (32) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Loan pursuant to this Section 2.05(a) shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Each prepayment of the foregoingoutstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal installments thereof on a pro-rata basis, if and each such prepayment shall be paid to the Lenders in accordance with their respective 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 in 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 prepayment indicates that 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 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of (i) Except as otherwise provided below in this Section 2.04(a2.06(a), any the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Term Loans, Working Capital RC Loans and Pre-Funded RC Loans in whole or in part without premium or penalty; provided that (A1) such notice must be received by the Administrative Agent not later than 9:00 a.m. 12:30 p.m. (1A) three (3) Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurocurrency Rate Loans and (3B) on the date of prepayment of Base Rate Loans; (B2) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment prepayment, the Class(es) and the Types 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 Periods manner 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 prepayment 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any the Borrower, such 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 on the amount prepaidthereon, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.053.05(a). Notwithstanding Each prepayment of the foregoingLoans pursuant to this Section 2.06(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $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 indicates that under Section 2.06(a)(i) or 2.06(a)(ii) if such prepayment is to be funded with the proceeds would have resulted from a refinancing in total of a new financing that would result in the repayment of all Obligations in connection therewithFacility, the termination of the Loans and Commitments under this Agreement and the release which refinancing shall not be consummated or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may shall otherwise be revoked if such New Financing is not consummateddelayed.

Optional. Subject to Section 5.4., the last sentence of this Section 2.04(a), any Borrower Borrowers may, upon notice to the Administrative Agent, prepay any Loan in full or in part at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that . The Borrower Representative shall give the Administrative Agent written notice (A) such notice must be received by in a form acceptable to the Administrative Agent not later than 9:00 a.m. Agent) by 11:00 a.m. New York City time (1i) at least three (3) Business Days prior to the prepayment in the case of any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans LIBOR Loan and (3ii) on the date Business Day of the prepayment, in the case of any Base Rate Loan. Any prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple SOFR LIBOR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; 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 date and amount of such prepayment and the Types Type(s) and Tranche(s) of Loans to be prepaid and, if Term SOFR LIBOR Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant FacilityTranche). If such notice is given by any Borrowerthe Borrower Representative, such 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 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. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.055.4. Notwithstanding Each prepayment of the foregoingoutstanding Loans pursuant to this Section 2.9.(a) shall be applied as directed by the Borrower Representative, if such notice of prepayment indicates that and each such prepayment is shall be paid to be funded the Lenders in accordance with the proceeds their respective Applicable Commitment Percentages in respect of a new financing that would result in the repayment of all Obligations in connection therewith, the termination each of the Loans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”relevant Tranche(s), such notice of prepayment may be revoked if such New Financing is not consummated.

Optional. Subject to the last sentence of this Section 2.04(a), any Borrower (i) The Borrowers may, upon notice to the Administrative Agent from the Borrower Agent, at any time or from time to time voluntarily prepay Term Loans or Revolving Credit Loans in whole or in part without premium or penalty; provided that except with respect to prepayments in accordance with Section 4.04(c), (A) such notice must be received by the Administrative Agent not later than 9:00 a.m. 11:00 A.M. (1) three two (2) Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (32) on the date of prepayment of Base Rate Loans; and (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 orthereof, in each case, if less, the entire principal and shall be accompanied by payment of all amounts due under Section 3.05. There shall be no minimum repayment amount thereof then outstandingfor Base Rate Loans. Each such notice shall specify the date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any Borrowerthe Borrower Agent, such 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. Any prepayment of a SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Subject to Section 2.17(b), each prepayment of the foregoingoutstanding Term Loans pursuant to this Section 2.06(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, if 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 Swing Line Lender (with a copy to the Administrative Agent) from the Borrower Agent, at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 P.M. on the date of prepayment indicates that 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 to be funded with given by the proceeds of a new financing that would result in the repayment of all Obligations in connection therewithBorrower Agent, the termination of the Loans and Commitments under this Agreement Borrowers shall make such prepayment and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 2.04(a), any The Borrower may, upon written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Term SOFR Loans, Eurodollar Rate Loans and (2B) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (3) on the date of any prepayment of Base Rate Loans; (Bii) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types Type(s) of Committed Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding the foregoing, if such notice of prepayment indicates that Each such prepayment is shall be applied to be funded with the proceeds of a new financing that would result in the repayment of all Obligations in connection therewith, the termination Committed Loans of the Loans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummatedLenders in accordance with their respective Applicable Percentages.

Optional. Subject to the last sentence of this Section 2.04(a), any The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Revolving Loans 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 9:00 a.m. (1) 12:00 Noon, New York City time, three Business Days prior to any date thereto, in the case of prepayment of Term SOFR Eurodollar Loans, (2) and no later than 2:00 p.m., New York City time, one 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 orthereto, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Types prepayment is of Eurodollar Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)thereof. If any such notice is given by any Borrowergiven, such 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 a Loan 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 prepaidprepaid to the date fixed for prepayment, together withplus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, any additional amounts required result thereof pursuant to Section 3.05. 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummated2.17.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty (except as provided in clause (iii) below); provided provided, that (A1) such notice must be received by the Administrative Agent not later than 9:00 a.m. 2:00 p.m. (1A) three (3) Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (3B) on the date of prepayment of Base Rate Loans; (B2) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types Class (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 Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any the Borrower, such 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding In the foregoing, if such notice case of each 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 pursuant to this Section 2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and Commitments such payment shall be paid to the Appropriate Lenders in accordance with their respective 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 prepaid and (II) in the release or termination case of all Liens securing clause (y), a payment equal to 1% of the Obligations hereunder aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (a in each case, the “New FinancingPrepayment Premium”), such notice of prepayment may be revoked if such New Financing is not consummated.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class or Revolving Credit Loans of any Class in whole or in part without premium or penaltypenalty (except as provided in Section 2.20 and Section 3.05, if applicable); provided that (A1) such notice must be received by the Administrative Agent not later than 9:00 a.m. 2:00 p.m. (1New York City time) (A) three (3) Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) and (3B) on the date day of prepayment of Base Rate Loans; (B2) any partial prepayment of Term SOFR Loans or Daily Simple SOFR 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 in the case of Term Loans or Revolving Credit Loans or, if less, the entire principal amount of the relevant Class thereof then outstanding; 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 of the relevant Class thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Types Class(es) and Type(s) of Loans to be prepaid and, if in the case of a prepayment of Term SOFR Loans are to be prepaidLoans, the Interest Periods manner in which such prepayment shall be applied to repayments thereof required pursuant to Section 2.07(a); provided that in the event such notice fails to specify the manner in which the respective prepayment of Term Loans shall be applied to repayments thereof required pursuant to Section 2.07(a), such 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 or other applicable share provided for under this Agreement of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinprepayment. Any prepayment of a SOFR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Each prepayment of the Loans of a given Class pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty in accordance with Section 2.04(b)(ii). (iii) Notwithstanding anything to the foregoingcontrary contained in this Agreement, the Borrower may condition any notice of prepayment on the consummation of any refinancing, Permitted Acquisition, Investment, Disposition, Change of Control or other transaction (each a “Conditional Notice Transaction”) and rescind, or extend the date for prepayment specified in, any notice of prepayment under Section 2.05(a)(i) or (ii), if such Conditional Notice Transaction shall not be consummated or shall otherwise be delayed. (iv) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.07(a) in a manner determined at the sole discretion of the Borrower and specified in the notice of prepayment indicates prepayment, and the Borrower may elect to apply voluntary prepayments of Term Loans to one or more Class or Classes of Term Loans selected by the Borrower in its sole discretion (provided that such voluntary prepayments of the Term Loans shall be made pro rata within any such Class or Classes selected by the Borrower). In the event that the Borrower does not specify the order in which to apply prepayments to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal in direct order of maturity on a pro-rata basis among Class(es) of Term Loan. (v) Notwithstanding anything in any Loan Document to the contrary, so long as no Event of Default has occurred and is to be funded with the proceeds of a new financing that would result in the repayment of all Obligations in connection therewithcontinuing, the termination Borrower may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon acquisition by the Borrower) (or Equity Sponsor or Holdings or any of its Subsidiaries other than the Borrower may purchase such outstanding Term Loans, which for the avoidance of doubt shall be automatically and permanently canceled immediately upon acquisition by Holdings or any of its Subsidiaries) on the following basis: (A) Any Equity Sponsor or any Borrower Party (collectively, the “Borrower Prepayment Parties”) shall have the right to make a voluntary prepayment of Term Loans and Commitments under this Agreement and at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offer or Borrower Solicitation of Discounted Prepayment Offer (any such prepayment, the release or termination of all Liens securing the Obligations hereunder (a “New FinancingDiscounted Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(v); provided that no Borrower Prepayment Party shall initiate any action under this Section 2.05(a)(v) in order to make a Discounted Loan Prepayment (other than with respect to actions under this Section 2.05(a)(v) in order to make the first Discounted Loan Prepayment hereunder) unless (I) at least five (5) Business Days shall have passed since the consummation of the most recent Discounted Loan Prepayment as a result of a prepayment made by a Borrower Prepayment Party on the applicable Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall have passed since the date the Borrower Prepayment Party was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of any Borrower Prepayment Party’s election not to accept any Solicited Discounted Prepayment Offers. (1) Subject to the proviso to clause (A) above, any Borrower Prepayment Party may from time to time offer to make a Discounted Loan Prepayment by providing the Auction Agent with three (3) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Borrower Prepayment Party, to (x) each Lender with Term Loans of the relevant Class and/or (y) each 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 Class, the Class or Classes of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this clause), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York City time, on the third Business Day after the date of delivery of such notice of prepayment to such Lenders (which date may be revoked extended for a period not exceeding five (5) Business Days upon notice by the Borrower Prepayment Party to, and with the consent of, the Auction Agent) (the “Specified Discount Prepayment Response Date”). (2) Each Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Term Loans at the Specified Discount and, if so (such New Financing accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the Classes of such ▇▇▇▇▇▇’s Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Lender whose Specified Discount Prepayment Response is not consummatedreceived by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment. (3) If there is at least one Discount Prepayment Accepting Lender, the relevant Borrower Prepayment Party will make a prepayment of outstanding Term Loans pursuant to this clause (B) to each Discount Prepayment Accepting Lender on the Discounted Prepayment Effective Date in accordance with the respective outstanding amount and Classes of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to clause (2) above; provided that, if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within two (2) Business Days following the Specified Discount Prepayment Response Date, notify (I) the relevant Borrower Prepayment Party of the respective Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Loan Prepayment and the Classes to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the Classes of Term Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, Class and Type of Term Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower Prepayment Party and such Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower Prepayment Party shall be due and payable by such Borrower Prepayment Party on the Discounted Prepayment Effective Date in accordance with clause (F) below (subject to clause (J) below). (1) Subject to the proviso to subclause (A) above, any Borrower Prepayment Party may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with three (3) Business Days’ (or such shorter period as may be agreed by the Auction Agent in its reasonable discretion) notice in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of such Borrower Prepayment Party, to (x) each Lender and/or (y) each Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Loans (the “Discount Range Prepayment Amount”), the Class or Classes of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Term Loans with respect to each relevant Class of Term Loans willing to be prepaid by such Borrower Prepayment Party (it being understood that different Discount Ranges and/or Discount Range 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 clause), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by a Borrower Prepayment Party shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York City time, on the third Business Day after the date of delivery of such notice to such Lenders (which date may be extended for a period not exceeding five (5) Business Days upon notice by the Borrower Prepayment Party to, and with the consent of, the Auction Agent) (the “Discount Range Prepayment Response Date”). Each Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Lender’s Term Loans (the “Submitted Amount”) such Lender is willing to have prepaid at the Submitted Discount. Any Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range. (2) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with such Borrower Prepayment Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this subclause (C). The relevant Borrower Prepayment Party agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by the Auction Agent within the Discount Range by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subclause (3)) at the Applicable Discount (each such Lender, a “Participating Lender”). (3) If there is at least one Participating Lender, the relevant Borrower Prepayment Party will prepay the respective outstanding Term Loans of each Participating Lender on the Discounted Prepayment Effective Date in the aggregate principal amount and of the Classes specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penaltypenalty (except as provided in clause (iv) below); provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Term SOFR Eurocurrency Rate Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (3B) on the date of prepayment of Base Rate Loans, (C) five Business Days prior to any date of prepayment of Fixed Rate Loans; (Bii) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types Facility and Type(s) of Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant FacilityAggregate Revolving Credit Commitment or Aggregate Term Loan Commitment, as applicable). If such notice is given by any the Borrower, such 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 on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.053.05 (including the capitalization of any interest to be paid-in-kind). Notwithstanding Any Additional Term Loan Prepayment of a Fixed Rate Loan shall be accompanied by all accrued interest on the foregoingamount 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 2.16, each such 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 prepayment indicates that 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 to be funded with the proceeds of a new financing that would result prepaid as set forth in the repayment relevant notice described in clause (i) 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”Section 2.05(a), such notice of prepayment may be revoked if such New Financing is not consummated.

Optional. Subject to the last sentence of this Section 2.04(a), any Borrower (i) Borrowers may, upon notice to the Administrative Agent from Borrower Agent, at any time or from time to time voluntarily prepay Term Loans or Revolving 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 9:00 a.m. 2:00 p.m. (1) three (3) Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (32) 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 at least $5,000,000 or a whole multiple of $1,000,000 in excess thereof100,000; and (C) any prepayment of Base Rate Loans shall be in a principal amount of at least $500,000 or a whole multiple of $100,000 in excess thereof 50,000 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, how such prepayment shall be applied and the Types Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any BorrowerBorrower Agent, such 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 such notice may state that the prepayment is conditioned upon the effectiveness of other credit facilities, acquisitions or dispositions, in which case such notice may be revoked by Borrower Agent (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Each prepayment of the foregoing, if such outstanding Term Loans pursuant to this Section 2.06(a) shall be applied as specified by the Borrower Agent in the applicable notice of prepayment indicates and, in the absence of such direction, in the manner set forth in Section 2.06(b)(v). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of each of the relevant Facilities. (ii) Borrowers may, upon notice to the Swing Line Lender (with a copy to Administrative Agent) from Borrower Agent, at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (without a reduction of the Swing Line Sublimit); provided that (A) such notice must be received by the Swing Line Lender and Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (B) any such prepayment is to shall be funded with the proceeds in a minimum principal amount of a new financing that would result in the repayment of all Obligations in connection therewith$10,000 or, if less, the termination entire principal amount thereof outstanding. Each such notice shall specify the date and amount of the Loans and Commitments under this Agreement such prepayment. If such notice is given by Borrower Agent, Borrowers shall make such prepayment and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term A Loans and Revolving 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 9:00 a.m. 11:00 a.m. (1) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (32) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment with respect to each Class of Loans to be prepaid and the Types Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any the Borrower, such 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding . (ii) Each prepayment of the foregoingoutstanding Term A Loans pursuant to Section 2.05(a)(i) shall be applied to the then remaining principal repayment installments of the Term A Facility as the Borrower directs, if and each prepayment of Term A Loans and Revolving Credit Loans shall be paid to the Lenders in accordance with their respective 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 in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment indicates that 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 to be funded with given by the proceeds of a new financing that would result in the repayment of all Obligations in connection therewithBorrower, the termination of the Loans and Commitments under this Agreement Borrower shall make such prepayment and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving 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 9:00 a.m. 11:00 a.m. (1) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (32) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple 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; and (C) 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 date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, 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 as directed by the Borrower, and subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. Notwithstanding the foregoing, if such subject to the payment of any additional or related amounts required pursuant to Section 3.05, a notice of prepayment indicates that such prepayment is to be funded with of the proceeds entire Term Facility or a notice 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”), entire Revolving Credit Commitment may state that such notice is conditioned on the effectiveness of prepayment other credit facilities, transactions or a Change of Control, 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 New Financing condition is not consummatedsatisfied. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of 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. Subject to the last sentence of this Section 2.04(a), any (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 Revolving Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (32) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple 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 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 outstandingoutstanding and (D) any prepayment of any Incremental Term Loan shall be applied as provided in the relevant Incremental Amendment. Each such notice shall specify the date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant FacilityPercentage). If such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding . (ii) The Borrower may, upon notice to the foregoingSwingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of prepayment indicates that such prepayment. If such notice is given by the Borrower, the Borrower shall make 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) Each Borrower may, upon notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans or the Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by in a form acceptable to the Administrative Agent not later than 9:00 a.m.Agent (1) three Business Days prior to any date of prepayment of Term SOFR Eurocurrency Rate Loans or Canadian CDOR Rate Loans, and (2) one 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 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; (C) any prepayment of Canadian CDOR Rate Loans shall be in a minimum principal amount of CAD1,000,000 or a whole multiple of CAD1,000,000 in excess thereof; and (CD) 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, and (E) any prepayment of Canadian Prime Rate Loans shall be in a minimum principal amount of CAD1,000,000 or a whole multiple of CAD1,000,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans or Canadian CDOR Rate Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any 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. Any prepayment of a Eurocurrency Rate Loan or Canadian CDOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Each prepayment of the foregoingoutstanding Term Loans pursuant to this Section 2.05(a)(i) shall be applied ratably to the Term Facility, if and subject to Section 2.15, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant 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 in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of prepayment indicates that 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 to be funded with the proceeds of given by a new financing that would result in the repayment of all Obligations in connection therewithBorrower, the termination of the Loans and Commitments under this Agreement such Borrower shall make such prepayment and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. (i) Subject to the last sentence of this Section 2.04(a2.05(a)(i), any the Borrower may, may upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay Term Loans and Revolving 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 9:00 a.m. 11:00 a.m. (1x) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (3y) on the date of prepayment of Base Rate Loans; , (B) any prepayment of Term SOFR Loans or Daily Simple 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 Facility to be prepaid, the date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)such prepayment. If such notice is given by any the Borrower, such 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Each prepayment of the foregoingoutstanding 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, if (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 2.15, prepayments shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities; provided that, in each case, first to Base Rate Loans and then to Eurodollar Rate Loans specified in such notice in direct order 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummatedInterest Period maturities.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving 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 9:00 a.m.2:00 p.m. (1) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (32) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 250,000 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 $500,000 250,000 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 date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Loan pursuant to this Section 2.05(a) shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Each prepayment of the foregoingoutstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal installments thereof on a pro-rata basis, if and each such prepayment shall be paid to the Lenders in accordance with their respective 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 in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of prepayment indicates that 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 to be funded with given by the proceeds of a new financing that would result in the repayment of all Obligations in connection therewithBorrower, the termination of the Loans and Commitments under this Agreement Borrower shall make such prepayment and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 2.04(a), any the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving any Class or Classes of 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 9:00 a.m. (1) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (32) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types and Classes of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Each prepayment of outstanding Term Loans pursuant to this Section 2.04(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 prepayment shall be paid to the Lenders in accordance with their respective 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummated.

Optional. Subject to (i) The Borrower shall have the last sentence of this Section 2.04(a), any Borrower may, upon notice to the Administrative Agent, right at any time or and from time to time voluntarily to prepay Revolving Loans any Borrowing in whole or in part without premium or penalty; , except as provided that in Section 2.13, subject to prior notice in accordance with paragraph (Ab) such notice must be received by of this Section. (ii) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing in dollars, not later than 9:00 11:00 a.m. (1) , New York City time, three Business Days prior to any before the date of prepayment, (ii) in the case of prepayment of Term SOFR Loansan ABR Borrowing not later than 11:00 a.m., (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (3) New York City time, on the date of prepayment, (iii) in the case of prepayment of Base a Eurocurrency Borrowing in Euros or a Euro Reference Rate Loans; Borrowing, not later than 11:00 a.m., London time, three Business Days before the date of prepayment or (Biv) any in the case of prepayment of Term SOFR Loans or Daily Simple SOFR Loans shall be a Eurocurrency Borrowing in a principal amount Canadian Dollars, not later than 11:00 a.m., London time, three Business Days before the date 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 outstandingprepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of such prepayment and the Types of Loans to be prepaid and, if Term SOFR Loans are each Borrowing or portion thereof to be prepaid, the Interest 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any 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. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together 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. Notwithstanding the foregoing; provided that, if such a 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 given in connection therewith, the with a conditional notice of termination of the Loans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”)as contemplated by Section 2.06, then such notice of prepayment may be revoked if such New Financing notice of termination is not consummatedrevoked in accordance with Section 2.06. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing, and the remainder of such Borrowing after giving effect to such prepayment, shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Dollar Tranche Borrowing shall be applied ratably to the Dollar Tranche Revolving Loans included in the prepaid Dollar Tranche Borrowing. Each prepayment of a Multi-Currency Tranche Borrowing shall be prepaid in the currency in which such Borrowing was made and such prepayment shall be applied ratably to the Multi-Currency Revolving Loans in such currency included in the prepaid Multi-Currency Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.10.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, upon prior written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving any 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 (A1) such notice must be received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Term SOFR Loans, Eurocurrency Rate Loans and (2B) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (3) on the date of prepayment of Base Rate Loans; (B2) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types 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 Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any the Borrower, such 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 on the amount prepaidthereon, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, 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. 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 3.05. (iii) Notwithstanding anything to the foregoingcontrary contained in this Agreement, if such the Borrower may rescind any notice of prepayment indicates that under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment is 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 be funded each Class of Term Loans then outstanding, (y) with respect to each Class of Term Loans, to the proceeds remaining scheduled installments of principal of each Class following the date of such prepayment as set forth in Section 2.07(a) in a new financing that would result manner determined at the discretion of the Borrower and specified in the repayment notice of all Obligations prepayment (and absent such direction, in connection therewithdirect order of maturity), and (z) each such prepayment shall be paid to the Lenders in accordance with their respective 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 termination of the Loans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New FinancingDiscounted 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 understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(v)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $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 of prepayment may be revoked if to such New Financing is not consummatedLenders (or such later date specified therein) (the “Specified Discount Prepayment Response Date”).

Optional. Subject The Borrower may elect to prepay any of the last sentence 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) in the case of this Section 2.04(a)Eurodollar Loans, any Borrower mayat least three Business Days’ or (ii) in case of ABR Loans, upon 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 postpone any notice to prepay any Loans if such repayment would have resulted from time 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 time voluntarily 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 Loans 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 (A) such notice must be received by the Administrative Agent not later than 9:00 a.m. (1) three Business Days prior to any date of each optional prepayment of Term SOFR Loans, (2) one 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 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, in and (B) each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount optional prepayment of such prepayment and the Types of ABR Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due in a minimum amount not less than $500,000 and payable on the date specified therein. Any prepayment in multiple integrals of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, $50,000 in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, any additional amounts required pursuant to Section 3.05excess thereof. Notwithstanding the foregoing, if such the Borrower may (subject to payment to the Lenders of any applicable amounts under Section 2.9 hereof) rescind or postpone any notice of prepayment indicates that under this Section 2.4(b) if such prepayment is to would have resulted from a refinancing of this Agreement, which refinancing shall not 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 and Commitments under this Agreement and the release consummated or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may shall otherwise be revoked if such New Financing is not consummateddelayed.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time time, voluntarily prepay the Term Loans of any Class, Repatriation Bridge Loans of any Class and/or Revolving Credit Loans of any Class in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 9:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Term SOFR LoansLoans denominated in Dollars, (2) one four Business Day Days (or five Business Days in the case of a Special Notice Currency) prior to any date of prepayment of Daily Simple SOFR Eurocurrency Rate Loans denominated in an Alternate Currency and (3) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurocurrency Rate Loans or Term SOFR Loans or Daily Simple SOFR Loans Loans, as applicable, 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 Loans 89 (ii) [Reserved]. (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 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 2:00 p.m. on the date of the prepayment, (B) any such prepayment shall be in a minimum principal amount of $500,000 or a whole multiple the lesser of $100,000 in excess thereof or, in each case, if less, and the entire total principal amount thereof of the Swing Line Loans then outstandingoutstanding and (C) any such prepayment shall be applied to the outstanding Swing Line Loans held by the Swing Line Lender. Each such notice shall specify the date and amount of such prepayment and the Types of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, any notice of prepayment under Section 2.06(a)(i) or 2.06(a)(iii) may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (v) [Reserved]. (vi) In the event that, prior to the date that is six (6) months after the Amendment No. Any 7 Effective Date, the Borrower (x) prepays, repays, refinances, substitutes or replaces any Initial Term Loans in connection with a Repricing Event (including, for the avoidance of doubt, any prepayment made pursuant to Section 2.06(b)(ii) that constitutes a Repricing Event) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Event, the Borrower shall pay to the Administrative Agent for the ratable account of each of the applicable Lenders, (I) in the case of clause (x), a Loan premium of 1.00% of the aggregate principal amount of the Initial Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Initial Term Loans that are the subject of such Repricing Event outstanding immediately prior to such amendment. Such amounts shall be accompanied by all accrued interest due and payable on the amount prepaiddate of effectiveness of such Repricing Event; provided, together withhowever, that for the avoidance of doubt, in the case of the exercise by the Borrower of its rights under Section 11.01(f) in connection with a Repricing Event effected through an amendment, the prepayment of a Term SOFR Loan premium described in the immediately preceding clause (I) shall be payable to any Lender replaced or a Daily Simple SOFR Loan, any additional amounts required repaid pursuant to Section 3.0511.01(f) (and not any Person who replaces such Lender) in respect of the Initial Term Loans assigned pursuant to Section 11.01(f) immediately prior to such Repricing Event. Notwithstanding 90 (vii) In the foregoingevent that, if such notice prior to the date that is six (6) months after the Amendment No. 58 Effective Date, the Borrower (x) prepays, repays, refinances, substitutes or replaces any 2022 Incremental Term B-2 Loans in connection with a Repricing Event (including, for the avoidance of doubt, any prepayment indicates made pursuant to Section 2.06(b)(ii) that such prepayment is constitutes a Repricing Event) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Event, the Borrower shall pay to be funded with the proceeds Administrative Agent for the ratable account of a new financing that would result each of the applicable Lenders, (I) in the repayment case of all Obligations clause (x), a premium of 1.00% of the aggregate principal amount of the 2022 Incremental Term B-2 Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the 2022 Incremental Term B-2 Loans that are the subject of such Repricing Event outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Event; provided, however, that for the avoidance of doubt, in the case of the exercise by the Borrower of its rights under Section 11.01(f) in connection therewithwith a Repricing Event effected through an amendment, the termination prepayment premium described in the immediately preceding clause (I) shall be payable to any Lender replaced or repaid pursuant to Section 11.01(f) (and not any Person who replaces such Lender) in respect of the 2022 Incremental Term B-2 Loans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), assigned pursuant to Section 11.01(f) immediately prior to such notice of prepayment may be revoked if such New Financing is not consummatedRepricing Event.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving 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 9:00 a.m. 11:00 a.m. (1) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (32) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 50,000 or a whole multiple of $1,000,000 10,000 in excess thereof; provided that no prepayment may be made in an amount that would cause the amount of any outstanding Eurodollar Rate Loan to be less than $100,000; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 50,000 or a whole multiple of $100,000 10,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant FacilityPercentage). If such notice is given by any the Borrower, such 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 such notice may be conditioned on the occurrence or non-occurrence of any event. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Subject to Section 2.15, each such prepayment shall be applied to the foregoingCommitted Loans of the Lenders in accordance with their Applicable Percentages. (ii) The Borrower may, if upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of prepayment indicates that the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $50,000. Each such notice shall specify the date and amount of such prepayment. If such notice is to be funded with given by the proceeds of a new financing that would result in the repayment of all Obligations in connection therewithBorrower, the termination of the Loans and Commitments under this Agreement Borrower shall make such prepayment and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving 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 9:00 a.m. 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurocurrency Rate Loans and RFR Loans and (32) on the date of prepayment of Base Rate Loans; and (B) any prepayment of Term SOFR Loans or Daily Simple SOFR Loans any Loan 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 outstandingoutstanding and (3) Bid Loans may not be voluntarily prepaid at any time without the prior written consent of the Lender or Lenders making such Bid Loans. Each such notice shall specify the date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Loans or Eurocurrency Rate Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any the Borrower, such 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. Any prepayment of a Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Subject to Section 2.15, such prepayments shall be paid to the foregoing, if such notice Lenders in accordance with their respective Applicable Percentages in respect 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 each of the Loans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder relevant Facilities. (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummatedii) [Intentionally Omitted].

Optional. (i) Subject to the last sentence of this Section 2.04(a2.05(a)(i), any Borrower 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 Term Loans and Revolving 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 9:00 a.m. 11:00 a.m. (or such later time on such date acceptable to the Administrative Agent) (1) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurocurrency Rate Loans and (32) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any the Lead Borrower, such 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. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.053.07. Notwithstanding Each prepayment of the foregoingoutstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the Term Facility and any Incremental Tranche, if as the Borrowers may elect and, within such 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 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 in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (or such later time on such date acceptable to the Swing Line Lender) on the date of prepayment indicates that 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 to be funded with given by the proceeds of a new financing that would result in the repayment of all Obligations in connection therewithLead Borrower, the termination of the Loans and Commitments under this Agreement Borrowers shall make such prepayment and the release or termination of all Liens securing payment amount specified in such notice shall be due and payable on the Obligations hereunder (a “New Financing”), such 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 if (or the prepayment date delayed) to the extent such New Financing condition is not consummatedsatisfied.

Optional. Subject to the last sentence of this Section 2.04(a), any The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (3B) on the date of prepayment of Base Rate Committed Loans; , (Bii) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types Type(s) of Committed Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummated.

Optional. Subject to the last sentence of this Section 2.04(a), any Each Borrower may, upon notice from the Parent Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided 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 9:00 a.m. 11:00 a.m. (1A) three (3) 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 Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (3B) on the date of prepayment of Base Rate Loans; and (Bii) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any the Parent Borrower, such 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummated3.5.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving any 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 9:00 a.m. 11:00 a.m. (1) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (32) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment for each Class of Loans to be prepaid and the Types Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of a prepayment to be made in connection with any refinancing of all of the Facilities with the proceeds of such refinancing or of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence (provided further that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.05). Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Each prepayment of Tranche A Term Loans pursuant to this Section 2.05(a) shall be applied at the foregoingdirection of the Borrower or, if such notice not so directed, to the remaining principal repayment installments thereof in direct order of maturity. Each prepayment indicates of any other Class of Term Loans pursuant to this Section 2.05(a) shall be applied as set forth in the applicable Additional Credit Extension Amendment. The prepayment of Revolving Credit Loans shall be made on a pro rata basis across all Classes of Revolving Credit Loans (except to the extent that any applicable Additional Credit Extension Amendment provides that the Class of Revolving Credit Loans established thereunder shall be entitled to less than pro rata treatment). Each prepayment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages (except as permitted under Section 2.16) in respect of the Class of Loans designated to be prepaid by the Borrower; provided that such prepayment is shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be funded made by the Borrower pursuant to Section 3.05. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the proceeds Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a new financing that would result in minimum principal amount of $100,000. Each such notice shall specify the repayment date and amount of all Obligations in connection therewithsuch prepayment. If such notice is given by the Borrower, the termination of the Loans and Commitments under this Agreement Borrower shall make such prepayment and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. (i) Subject to the last sentence of this Section 2.04(a2.05(a)(i), any Borrower 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 Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 8:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (32) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any Borrowerthe Borrowers, such 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 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Each prepayment of the foregoingoutstanding 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, if 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 2.17, each such prepayment 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 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 prepayment indicates that 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 to given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be funded with due and payable on the proceeds date specified therein. (iii) Upon the occurrence of a new financing that would result 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 repayment case of all Obligations a Repricing Transaction described in connection therewithclause (i) of such defined term, the termination 1.0% of the aggregate principal amount of the Term A Loans and Commitments under this Agreement and being prepaid, or (2) in the release or termination case of all Liens securing a Repricing Transaction described in clause (ii) of such defined term, 1.0% of the Obligations hereunder (a “New Financing”), such notice aggregate principal balance of prepayment may be revoked if such New Financing is not consummatedthe Term A Loans outstanding immediately prior thereto.

Optional. (i) Subject to the last sentence of this Section 2.04(a2.04(a)(ii), any the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided 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 9:00 a.m. (1) 1:00 p.m. three (3) Business Days prior to any date of prepayment of Term SOFR Loans, Adjusted LIBOR Loans and (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (3) 11:00 a.m. on the date of prepayment of Base Rate ABR Loans; (B) any prepayment of Term SOFR Loans or Daily Simple SOFR Adjusted LIBOR 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 ABR 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 outstandingoutstanding and (D) to the extent applicable, identification of the one or more Projects to which such prepayment applies and the Revolving Loans to which such prepayment should be allocated. Each such notice shall specify the date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Adjusted LIBOR Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant FacilityPercentage). If such notice is given by the Borrower (and, in connection with any Borrowerrefinancing, extension, loan modification or similar transaction, such notice does not expressly state that it may be revoked prior to the date of prepayment specified therein), the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.15, each prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) Any prepayment of a an Adjusted LIBOR Loan pursuant to this Section 2.04(a) or (b) shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummated.

Optional. Subject to the last sentence of this Section 2.04(a), any The Borrower may, upon written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Term SOFR Loans, Eurodollar Rate Loans and (2B) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (3) on the date of any prepayment of Base Rate Loans; (Bii) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types Type(s) of Committed Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding the foregoing, if such notice of prepayment indicates that Each such prepayment is shall be applied to be funded with the proceeds of a new financing that would result in the repayment of all Obligations in connection therewith, the termination Committed Loans of the Loans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummatedLenders in accordance with their respective Applicable Percentages.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penaltypenalty (except as provided in clause (iv) below); provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Term SOFR Eurocurrency Rate Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (3B) on the date of prepayment of Base Rate Loans, (C) five Business Days prior to any date of prepayment of Fixed Rate Loans; (Bii) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types 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 Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the Aggregate Revolving Credit Commitment or Aggregate Term Loan Commitment with respect to the relevant FacilityTranche, as applicable). If such notice is given by any the Borrower, such 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 on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Any Additional Term Loan Prepayment of a Fixed Rate Loan shall be accompanied by all accrued interest on the foregoing, if such notice amount prepaid (including the capitalization of prepayment indicates any interest to be paid-in-kind) to the extent that such prepayment interest is permitted to be funded paid under Section 11.01. Subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the proceeds relevant Facilities and Tranches. (ii) [Reserved.] (iii) Except as set forth in clause (d) of a new financing that would result in Section 11.01 and notwithstanding anything to the repayment of all Obligations in connection therewithcontrary contained herein, the termination 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 Loans and Commitments under this Agreement and 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 or termination of all Liens securing funds paid with respect to the Obligations hereunder (a “New Financing”)Term Loan Facility to any Term Loan Lender until the Administrative Agent has deemed, such notice of prepayment may be revoked if such New Financing is not consummatedin its reasonable discretion, that the Revolving Credit Facility Termination Date has occurred.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving 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 9:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Benchmark Loans and (32) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple SOFR Benchmark 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 date and amount of such prepayment and the Types Type(s) of Revolving Credit Loans to be prepaid and, if Term SOFR Benchmark Loans are to be prepaid, the Interest Periods Period(s) of such Revolving Credit 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 (based on such Lender’s Applicable Percentage in respect of the relevant FacilityPercentage). If such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of a prepayment to be made in connection with any refinancing of all of the Revolving Credit Commitments and/or Revolving Credit Loans with the proceeds of such refinancing or of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence (provided, further, that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.05). Any prepayment of a Term Benchmark Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Each prepayment shall be paid to the foregoingLenders in accordance with their respective Applicable Percentages (except as permitted under Section 2.16). (ii) The Borrower may, if 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 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 12:00 noon on the date of prepayment indicates that 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 to be funded with given by the proceeds of a new financing that would result in the repayment of all Obligations in connection therewithBorrower, the termination of the Loans and Commitments under this Agreement Borrower shall make such prepayment and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 2.04(a), any Borrower (i) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must may be in any form on an electronic platform or electronic transmission system or another form approved by the Administrative Agent or in a writing appropriately signed by a Responsible Officer and containing the information specified in this Section below and be received by the Administrative Agent not later than 9:00 a.m.12:00 p.m. (1) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (32) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple 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 $500,000 250,000 or a whole multiple of $100,000 250,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any Borrowerthe Borrowers, such Borrower and to the extent provided therein, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Each prepayment of the foregoingoutstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrowers (provided that in the event that the Borrowers do not specify the order in which to apply prepayments, if such notice of prepayment indicates the Borrowers 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 2.18, each such prepayment 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 Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or less if less than such amount is outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, and to be funded with the proceeds of a new financing that would result in the repayment of all Obligations in connection therewithextent provided therein, the termination of the Loans and Commitments under this Agreement Borrowers shall make such prepayment and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. (i) Subject to the last sentence of this Section 2.04(a2.05(a)(i) and subject to Section 2.05(a)(iii), any Borrower the Borrowers may, upon notice by the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving 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 9:00 a.m.2:00 p.m. (1) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (32) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and prepayment, the Types 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 Periods 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 (based on such Tranche 1 Revolving Credit Lender’s Tranche 1 Applicable Percentage in respect of the relevant Tranche 1 Revolving Credit Facility) and (y) notify each Tranche 2 Revolving 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 (based 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 any Borrower, such 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. (ii) Subject to Section 2.05(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 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. Each such notice shall be revocable subject to Section 3.05. (iii) Notwithstanding the foregoingprovisions 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 extent there are any Tranche 1 Swing Line Participations in such notice of prepayment indicates 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 is to be funded with shall not reduce or terminate the proceeds of a new financing that would result in the repayment of all Obligations in connection therewithRevolving Credit Commitments. In addition, the Borrowers may also repay Loans as required upon any reduction or termination of the Loans and Tranche 2 Revolving Credit Commitments under this Agreement and in accordance with 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 consummatedprovisions hereof.

Optional. Subject to the last sentence of this Section 2.04(a), any the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans under any 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 (Ai) such notice must be received by the Administrative Agent not later than 9:00 a.m. 12:00 noon (1Eastern Time) (A) three Business Days prior to any date of prepayment of Term SOFR Loans, LIBOR Rate Loans and (2B) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (3) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR LIBOR Rate Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, 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. Notwithstanding Each prepayment of the foregoingTerm Loans A pursuant to this Section 2.04(a) shall be applied first to the Term A Facility ratably to the respective principal repayment installments thereof, if such notice of prepayment indicates that and each such prepayment is 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 funded 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 the proceeds their respective Applicable Percentages. No voluntary prepayment of a new financing that would any Revolving Credit Loans shall result in the repayment of all Obligations in connection therewith, the termination reduction of the Loans and Revolving Credit Commitments under this Agreement and unless requested by 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 consummatedBorrower pursuant to Section 2.05(a) hereof.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided 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 9:00 a.m. noon (1) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (32) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any the Borrower, such 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 a Loan pursuant to this Section 2.05(a) shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding the foregoing, if applicable. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that, (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of 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; provided that a notice of prepayment indicates delivered by the Borrower may state that such prepayment notice is to be funded with conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of a new financing that would result which will be used to prepay any outstanding Obligations, 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”), which case such notice of prepayment may be revoked if conditional upon the effectiveness of such New Financing is not consummatedother credit facilities or the closing of such other transaction.

Optional. Subject to the last sentence of this Section 2.04(a), The Parent may elect for any Borrower may, upon to prepay the Loans without penalty or premium (except as set forth in Section 2.16) by giving notice to the Administrative AgentAgent by telephone (confirmed by facsimile or, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (A) such notice must be received unless otherwise required by the Administrative Agent prior to such delivery, electronic mail (PDF)) of such prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 9:00 11:00 a.m. (1) , New York City time, three Business Days prior to any before the date of prepayment of Term SOFR Loans, or (2ii) one Business Day prior to any date in the case of prepayment of Daily Simple SOFR Loans and (3) an ABR Borrowing, not later than 11:00 a.m., New York City time, 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 outstandingprepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of such prepayment and the Types of Loans to be prepaid and, if Term SOFR Loans are each Borrowing or portion thereof to be prepaid, the Interest 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any 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. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together 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. Notwithstanding the foregoing; provided that, if such a 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 given in connection therewith, the with a conditional notice of termination of the Loans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”)as contemplated by Section 2.08, then such notice of prepayment may be revoked if such New Financing notice of termination is not consummatedrevoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.03. Full prepayments of any Borrowing are permitted without restriction of amounts. In addition to the foregoing, if an AutoBorrow Agreement is in effect with respect to a Borrower, any prepayment of Swingline Loans by such Borrower may also be made as provided in such AutoBorrow Agreement.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans Advances made to it in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to the Agent and received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m. (1x) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day Advances or prior to any date of prepayment of Daily Simple SOFR Loans BA Rate Advances, (y) four Business Days prior to any date of prepayment of Alternative Currency Advances, and (3z) on the date of prepayment of Base Index Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types Type(s) of Loans Advances to be prepaid and, if Term SOFR Contract Rate Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Facility). If such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that 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 a Contract Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.0510.04(b). Notwithstanding Each such prepayment shall be paid to the foregoingLenders in accordance with their respective Commitment 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 prepayment indicates that such prepayment. If such notice is given by a Borrower, such Borrower shall make 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving 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 9:00 a.m. (1) least three Business Days prior to any the date of prepayment such prepayment, in the case of Term SOFR LoansAdvances, (2) one Business Day prior to any date of prepayment of Eurocurrency Rate Advances or Daily Simple SOFR Loans ▇▇▇▇▇ Advances, and not later than 11:00 A.M. (3New York City time) 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 date and amount of such prepayment and the Types of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any 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. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together withprepayment, in the case of Base Rate Advances, to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing in whole or ratably in 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 a Borrowing Multiple in excess thereof, (y) in the event of any such prepayment of a Term SOFR Loan Advance or a Daily Simple SOFR LoanEurocurrency Rate Advance, any additional amounts required the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 3.059.04 and (z) any prepayment in respect of the Tranche B2 Facility shall be subject to Section 2.10(a)(ii) below. Notwithstanding 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 foregoing, if such Borrower and shall not be required to be made ratably across the Facilities. Any prepayment 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 indicates that 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 refinancing of the entirety of the Facilities in connection with a Change in Control) on or prior to the date that is to be funded with six months after the Third Amendment Effective Date, (i) all or any portion of 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, to be determined in the reasonable discretion of the Administrative Agent 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 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 specified conditions could be, lower than the effective yield in respect of the Tranche B2 Loans (as determined on the same basis) or (ii) a new financing 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 result reduce the effective yield in the repayment effect with respect to such Tranche B2 Loans (each of all Obligations in connection therewithclauses (i) and (ii), the termination of the Loans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New FinancingRepricing Event”), then in each case the aggregate principal amount so prepaid or repaid or assigned will be subject to a fee payable by the Borrower equal to 1.00% of the principal amount of Tranche B2 Loans prepaid or repaid or assigned in connection with such notice Repricing Event, on the date of prepayment may such Repricing Event. Such fee shall be revoked if paid by the Borrower to the Agent, for the account of the Tranche B2 Lenders or such New Financing is not consummatedNon-Approving Lenders, on the date of such Repricing Event.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans or Term Loans, in each case, of any Class, in whole or in part without premium or penalty, subject to Section 2.05(j); provided that (A) such notice must be received by the Administrative Agent not later than 9:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurocurrency Rate Loans and (32) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple 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 (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 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Types Class(es) and Type(s) of Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Lender and Term Lender, as applicable, of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant applicable Facility). If such notice is given by any the Borrower, such 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 (i) the effectiveness of another credit facility or the closing of a securities offering or (ii) a Change of Control, 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 (provided further that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.05). Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $250,000. Notwithstanding Each such notice shall specify the foregoingdate and amount of such prepayment. If such notice is given by the Borrower, if 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 indicates delivered by the Borrower may state that such prepayment notice is to be funded with conditioned upon (i) the proceeds effectiveness of another credit facility or the closing of a new financing that would result securities offering or (ii) a Change of Control, 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”), which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such New Financing condition is not consummatedsatisfied (provided, further, that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.05).

Optional. Subject (i) The Borrowers may, subject to the last sentence of this Section 2.04(a2.05(a)(iii), any Borrower may, upon notice to the Administrative AgentAgent by the Borrowers, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty, except as set forth in Section 2.05(a)(vi); provided that that: (A) such notice must be received by the Administrative Agent not later than 9:00 a.m. 11:30 a.m. (1) three two Business Days prior to any date of prepayment of Term SOFR Loans, Eurocurrency Rate Loans (unless otherwise agreed by the Administrative Agent) or (2) one 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 Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,000 1,000,000, or a whole multiple of $1,000,000 100,000 in excess thereofthereof or, in each case, is less, the entire principal amount thereof then outstanding; and (C) any prepayment of Base Rate Loans shall be in a minimum 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 date and amount of such prepayment and the Types Class(es) and Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any a Borrower, subject to Section 2.05(a)(iii), such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be be, as set forth in Section 2.05(c), accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.053.10. Notwithstanding Each prepayment of the foregoingprincipal of, and interest on, any Revolving Credit Loans shall be made in the relevant Available Currency. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), a Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such 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) The Borrowers may, subject to Section 2.05(a)(iii) below, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $1,000,000 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, subject to Section 2.05(a)(iii), such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, subject to the payment of any amounts owing pursuant to Section 3.10, the Borrowers may rescind (or delay the date of prepayment identified in) any notice of prepayment indicates that under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all or a portion of the applicable Facility or was otherwise contingent upon the occurrence of any other event or satisfaction of any other condition, which refinancing or other event shall not be consummated or shall otherwise be delayed or which condition shall not have been (or in the good faith judgment of the Borrowers is not likely to be) satisfied. (iv) Voluntary prepayments of any Class of Term Loans permitted pursuant to Section 2.05(a)(i) shall be applied in a manner determined at the discretion of the Borrowers and specified in the notice of prepayment. (v) Notwithstanding anything in any Loan Document to the contrary, so long as (x) no Event of Default has occurred and is continuing and (y) only to the extent funded with the as a discount, no proceeds of a new financing that would result Revolving Credit Loans are applied to fund any purchase or prepayment under subclause (ii) of this clause (v), any Borrower Party (or, in the repayment case of all Obligations in connection therewitha direct prepayment, the termination relevant Borrower) may (i) purchase outstanding Term Loans on a non-pro rata basis through open market purchases (pursuant to Section 10.07(k)) or (ii) prepay the outstanding Term Loans (which Term Loans shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such purchase or prepayment), which in the case of clause (ii) only shall be prepaid without premium or penalty on the following basis: (A) Any Borrower Party shall have the right to make a voluntary prepayment of Loans and Commitments under this Agreement and 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 release or termination of all Liens securing the Obligations hereunder (a “New FinancingDiscounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(v) and without premium or penalty. (1) Any Borrower Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five Business Days’ notice (or such shorter period as agreed by the Auction Agent) in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the applicable Borrower Party, to (x) each Term Lender or (y) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable Class, the Class or Classes of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(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) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (the “Specified Discount Prepayment Response Date”). (1) Each Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Term Loans at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the Classes of such Lender’s Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment. (2) If there is at least one Discount Prepayment Accepting Lender, the relevant Borrower Party will make a prepayment of outstanding Term Loans pursuant to this paragraph (B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and Classes of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to Section 2.05(a)(v)(B)(2); provided that if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three Business Days following the Specified Discount Prepayment Response Date, notify (I) the relevant Borrower Party of the respective Term Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the Classes of Term Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, Class and Type of Term Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the applicable Borrower Party and such Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the applicable Borrower Party shall be due and payable by such Borrower Party on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to Section 2.05(a)(v)(J)). (1) Any Borrower Party may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five Business Days’ notice (or such shorter period as agreed by the Auction Agent) in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of such 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 notice shall specify the maximum aggregate principal amount of the relevant Term Loans (the “Discount Range Prepayment Amount”), the Class or Classes of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Term Loans with respect to each relevant Class of Term Loans willing to be prepaid by such Borrower Party (it being understood that different Discount Ranges or Discount Range Prepayment Amounts may be revoked if offered with respect to different Classes of Term Loans and, in such New Financing event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(v)(C)), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof, and (IV) unless rescinded, each such solicitation by the applicable Borrower Party shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (the “Discount Range Prepayment Response Date”). Each Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable Class or Classes and the maximum aggregate principal amount and Classes of such Lender’s Term Loans (the “Submitted Amount”) such Term Lender is willing to have prepaid at the Submitted Discount. Any Term Lender whose Discount Range Prepayment Offer is not consummatedreceived by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range. (1) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this subsection (C). The relevant Borrower Party agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by the Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Term Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Term Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to Section 2.05(a)(v)(C)(3)) at the Applicable Discount (each such Term Lender, a “Discount Prepayment Participating Lender”). (2) If there is at least one Discount Prepayment Participating Lender, the relevant Borrower Party will prepay the respective outstanding Term Loans of each Discount Prepayment Participating Lender in the aggregate principal amount and of the Classes specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Discount Prepayment Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the relevant Term Loans for those Discount Prepayment Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Discount Prepayment Participating Lenders”) shall be made pro rata among the Identified Discount Prepayment Participating Lenders in accordance with the Submitted Amount of each such Identified Discount Prepayment Participating Lender and the Auction Agent (in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Discount Range Proration”). The Auction Agent shall promptly, and in any case within five Business Days following the Discount Range Prepayment Response Date, notify (I) the relevant Borrower Party of the respective Term Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, the aggregate principal amount of the Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, the Applicable Discount and th

Optional. Subject to the last sentence of this Section 2.04(a), any 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 Term Loans and Revolving Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent, (Ai) such notice must be received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (3ii) on the date of prepayment of Base Rate Loans; (BA) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any the Borrower, such 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 a Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Each prepayment of the foregoing, if such notice of prepayment indicates that such prepayment is outstanding Term Loans pursuant to this Section 2.03(a) shall be funded with applied to the proceeds of a new financing that would result in the principal repayment of all Obligations installments thereof in connection therewithsuch order as the Borrower may direct. Subject to Section 2.12, such prepayments shall be paid to the termination Lenders in accordance with their respective Applicable Percentages in respect of each of the Loans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummatedrelevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.04(a2.05(a)(ii), any 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 Revolving the Loans in whole or in part without premium or penaltypart; provided that (A) such notice must be received by the Administrative Agent not later than 9:00 a.m. 12:00 p.m. (1) three Business Days days prior to any date of prepayment of Term SOFR Loans, Loans (or such lesser period of time as may be agreed to by the Administrative Agent) and (2) one 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 date and amount of such prepayment and the Types of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant FacilityLoans). If such notice is given by any the Borrower, such 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 pursuant to this Section 2.05(a) that is made prior to the date a Loan Demand Failure Event has occurred or after October 11, 2024, shall be accompanied by made at par, plus all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts if required pursuant to Section 3.05. Notwithstanding Any prepayment pursuant to this Section 2.05(a) that is made after the foregoingdate 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 such notice of prepayment indicates that such prepayment is required pursuant to be funded with Section 3.05, plus the proceeds of a new financing that would result in the repayment of all Obligations in connection therewith, the termination of Applicable Premium. (iii) Interest will cease to accrue on the Loans and Commitments under this Agreement and repaid on the release or termination applicable repayment date. (iv) Notwithstanding anything to the contrary, no prepayment premium will apply to any exchange of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummatedLoans for Exchange Notes pursuant to Article 10.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving 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 9:00 a.m. 11:00 a.m. (1) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (32) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of a prepayment to be made in connection with any refinancing of all of the Facilities with the proceeds of such refinancing or of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence (provided further that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.05). Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Each prepayment of the foregoingoutstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Facility and the Term B Facility and (y) to the principal repayment installments thereof on a pro-rata basis, if and each such notice prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of prepayment indicates each of the relevant Facilities; provided that such prepayment is shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be funded made by the Borrower pursuant to Section 3.05. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the proceeds Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a new financing that would result in minimum principal amount of $100,000. Each such notice shall specify the repayment date and amount of all Obligations in connection therewithsuch prepayment. If such notice is given by the Borrower, the termination of the Loans and Commitments under this Agreement Borrower shall make such prepayment and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time time, voluntarily prepay the Term Loans and Revolving 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 9:00 11:00 a.m. (1) three Business Days prior to any date of prepayment of Term SOFR LoansEurocurrency Rate Loans denominated in Dollars, (2) one four Business Day Days prior to any date of prepayment of Daily Simple SOFR 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 Loans or Daily Simple 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 date and amount of such prepayment and the Types Class(es) and Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any Borrowerthe Company, such the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.053.07. Notwithstanding Each prepayment of the foregoingLoans pursuant to this Section 2.06(a) shall be applied among the Facilities in such amounts as the Company may direct in its sole discretion, provided that any such 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 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 indicates that under Section 2.06(a)(i) or 2.06(a)(iii) if such prepayment is to be funded with the proceeds of would have resulted from a new financing that would result in the repayment refinancing of all Obligations in connection therewith, the termination of the Loans and Commitments under this Agreement and the release Facilities, which refinancing shall not be consummated or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may shall otherwise be revoked if such New Financing is not consummateddelayed.

Optional. Subject to the last sentence of this Section 2.04(a), any The Borrower may, upon notice to the Administrative Agent, may prepay at any time in whole, or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (Abut, if in part, then: (i) if such notice must be received by the Administrative Agent not later than 9:00 a.m. (1) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (3) on the date of prepayment Borrowing is of Base Rate Loans; , in an amount not less than $100,000, (Bii) any prepayment if such Borrowing is of Term SOFR Loans or Daily Simple SOFR Loans shall be Loans, in a principal an amount of not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof; 500,000, and (Ciii) in each case, in an amount such that the minimum amount required for a Borrowing pursuant to Sections 2.2(b) and 2.5 remains outstanding), any outstanding Loans without premium or penalty but subject to Section 4.5, upon not less than two (2) Business Days prior notice by the Borrower to the Administrative Agent in the case of any prepayment of a Borrowing of SOFR Loans and notice delivered by the Borrower to the Administrative Agent no later than 10:00 a.m. on the date of prepayment in the case of a Borrowing of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof Daily Simple SOFR Loans (or, in each any case, if lesssuch shorter period of time then agreed to by the Administrative Agent), such prepayment to be made by the entire payment of the principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Types of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any 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. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a any Term Loans or SOFR Loans or Swingline Loans, accrued interest thereon to the date fixed for prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, plus any additional amounts required pursuant to due the Lenders under Section 3.054.5. Notwithstanding the foregoing, if such any prepayment 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 delivered in connection therewith, the termination with any proposed refinancing of the Loans or another transaction may be, if expressly so stated in the applicable prepayment notice, contingent upon the consummation of such refinancing or other transaction, and Commitments under this Agreement (x) the repayment date therefor may be amended from time to time by notice from the Borrower to the Administrative Agent and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), y) such prepayment notice of prepayment may be revoked if by the Borrower in the event such New Financing refinancing or other transaction is not consummatedconsummated so long as the Borrower pays any costs or expenses of Administrative Agent and the Lenders incurred in connection with such revoked prepayment notice.

Optional. Subject 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 last sentence Payment Date for such Advance. The principal amount of this Section 2.04(aany LIBOR Advance may be prepaid in full or ratably in part, upon three (3) Business Days’ prior written notice (in the case of any LIBOR 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 LIBOR Advance denominated in an Alternative Currency), any Borrower mayor telephonic notice followed immediately by written notice, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part 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 (Ai) such the Company’s or any relevant Subsidiary Borrower’s failure to confirm any telephonic notice must be received with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent not later than 9:00 a.m. and (1ii) three Business Days prior to any date notice of prepayment of Term SOFR Loans, (2) one Business Day prior to given hereunder may be revoked by the relevant Borrower at any date of time. Any 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 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 date and amount of such prepayment and the Types of Loans to be Amounts prepaid and, if Term SOFR Loans are to be prepaid, the Interest 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any 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. Any prepayment of a Loan shall be accompanied by all paid together with accrued interest on the amount so prepaid, together 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. 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummated.

Optional. Subject to the last sentence of this Section 2.04(a), any Borrower (i) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Acquisition Loans and Revolving 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 9:00 a.m. 11:00 a.m. (1) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (32) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any Borrower, such 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. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Each prepayment of the foregoingoutstanding Acquisition Loans pursuant to this Section 2.05(a) shall be 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, if 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 extent in excess thereof, as otherwise provided above without regard to this proviso; (ii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of prepayment indicates that 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 to be funded with given by the proceeds of a new financing that would result in the repayment of all Obligations in connection therewithBorrowers, the termination of the Loans and Commitments under this Agreement Borrowers shall make such prepayment and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving any 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 (Ai) such notice must be received by the Administrative Agent not later than 9:00 a.m. (1) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) 11:00 a.m. one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (3) on the date of prepayment of Base Rate Loans; (Bii) 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 date and amount of such prepayment and the Types Class(es) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any Borrower, such 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 a Loan Loans shall be accompanied by all accrued interest on the amount prepaidprepaid and any other amounts due under the Loan Documents. (ii) Notwithstanding anything to the contrary contained in this Agreement, together with, (x) in the case event of a prepayment each prepayment, repayment or redemption of a Term SOFR Loan or a Daily Simple SOFR Loan, any additional amounts required Initial Loans pursuant to Section 3.05. Notwithstanding 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 foregoingprincipal amount so prepaid, if such notice repaid or redeemed, in an amount equal to the Prepayment Premium, calculated on the aggregate principal amount of prepayment indicates that such prepayment is the Initial Loans so prepaid, repaid or redeemed, together with all accrued and unpaid interest on the amount being prepaid, 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 be funded with the proceeds Section 8.02 (including automatically as a result of a new financing 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 would has become or is declared accelerated pursuant to Section 8.02 (including automatically as a result of an insolvency proceeding), in an amount equal to the repayment of all Obligations in connection therewithPrepayment Premium, calculated on the termination aggregate principal amount of the Initial Loans so repaid, redeemed, distributed or accelerated, together with all accrued and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), unpaid interest on such notice of prepayment may be revoked if such New Financing is not consummatedInitial Loans.

Optional. Subject to the last sentence of this Section 2.04(a), any 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 Revolving Loans the Term Loan in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m. (1A) three two Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (3B) on the date of prepayment of Base Rate Loans; (Bii) 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 (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 date and amount of such prepayment and the Types Type(s) of Loans Term Loan to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Term Loan Facility). If Subject to the first sentence in this Section 2.04(a), if such notice is given by any the Borrower, such 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 a the Term Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding the foregoing, if such notice of prepayment indicates that such prepayment is All payments made pursuant to this Section 2.04(a) shall be funded with the proceeds of applied on 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 notice of prepayment may be revoked if such New Financing is not consummatedpro rata basis to each Lender.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving 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 9:00 a.m. 11:00 a.m. (1) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (32) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Each prepayment of the foregoingoutstanding Term Loans pursuant to this Section 2.05(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 prepayment shall be paid to the Lenders in accordance with their respective 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 in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000, or, if less, the entire principal amount of Swing Line Loans then outstanding. Each such notice shall specify the date and amount of prepayment indicates that such prepayment. If such notice is given by the Borrower, the Borrower shall make 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 2.04(a), any (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 Revolving Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m. (1) three two (2) Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (32) 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 2,000,000 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 outstandingoutstanding and (D) any prepayment of any Incremental Term Loan shall be applied as provided in the relevant Incremental Amendment. Each such notice shall specify the date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant FacilityPercentage). If such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding . (ii) The Borrower may, upon notice to the foregoingSwingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of prepayment indicates that such prepayment. If such notice is given by the Borrower, the Borrower shall make 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, upon notice to the Administrative AgentAgent in the form of a Prepayment Notice, at any time or from time to time time, voluntarily prepay Revolving the Loans in whole or in part without premium or penalty, subject to clause (D) below; provided that that: (A) such notice Prepayment Notice must be received by the Administrative Agent (1) not later than 9:00 a.m. (1) 1:00 p.m. three Business Days prior to any date of prepayment of Term SOFR Eurodollar Rate Loans, (2) not later than 1:00 p.m. one Business Day prior to any date of prepayment of Daily Simple SOFR Base Rate Loans and (3) on the not later than 1:00 p.m. one Business Day prior to any date of prepayment of Base Rate Swing Line Loans; ; (B) any prepayment of Term SOFR Loans or Daily Simple 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 thereof or, if less, the entire principal amount thereof then outstanding; (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 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; and (D) any prepayment of Initial Term Loans made on or prior to the date that is twelve months after the Closing Date shall be accompanied by the payment of the fee described in Section 2.11(g), if applicable. Each such notice Prepayment Notice shall specify the date and amount of such prepayment and the Types Class(es) and Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice each Prepayment Notice shall be due and payable on the date specified therein. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of a Prepayment Notice and of the amount of such Lender’s Pro Rata Share of such prepayment; provided, “non-consenting” Lenders may be repaid on a non-pro rata basis in connection with an Extension Offer or a Refinancing Amendment. Any prepayment of a Loan Loans shall be accompanied by all accrued interest on subject to Section 2.07(c). Revolving Loans, Incremental Revolving Loans and Swing Line Loans prepaid pursuant to this subsection (a) may be reborrowed, subject to the amount prepaidterms and conditions of this Agreement. (ii) Notwithstanding anything to the contrary contained in this Agreement, together withthe Borrower may rescind, in the case of a prepayment of a Term SOFR Loan whole or a Daily Simple SOFR Loanin part, any additional amounts required pursuant to notice of prepayment under Section 3.05. Notwithstanding the foregoing2.07(a)(i), 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. (iii) Voluntary prepayments 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 indicates that (and absent such prepayment direction, in direct order of maturity). (iv) Notwithstanding anything in any Loan Document to the contrary (including Section 2.15), (A) the Borrower may prepay the outstanding Term Loans of any Lender on a non-pro rata basis at or below par with the consent of only such Lender and (B) the Borrower may prepay Term Loans of one or more Classes below par on a non-pro rata basis in accordance with the auction procedures set forth on Exhibit K; provided that, in each case, no Event of Default has occurred and is to be funded with continuing or would result therefrom and if the proceeds of any Revolving Loans are used to finance such prepayment, immediately after giving effect to such prepayment and on a new financing that would result in the repayment of all Obligations in connection therewithPro Forma Basis for such prepayment, the termination Borrower’s Liquidity equals or exceeds an amount equal to 33% of the Loans and Revolving Commitments under this Agreement and (whether or not drawn) as of the release or termination date of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummateddetermination.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A1) such notice must be received by the Administrative Agent not later than 9:00 a.m. 12:30 p.m. (1A) three (3) Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Loans and (3B) on the date of prepayment of Base Rate Loans; (B2) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types Class(es) and Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Each prepayment of the foregoingLoans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $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 indicates that under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment is to be funded with the proceeds of would have resulted from a new financing that would result in the repayment refinancing of all Obligations in connection therewith, the termination of the Loans and Commitments under this Agreement and the release Facilities, which refinancing shall not be consummated or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may shall otherwise be revoked if such New Financing is not consummateddelayed.

Optional. Subject to the last sentence of this Section 2.04(a), any (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 Revolving Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (32) on the date of prepayment of SOFR Daily Floating Rate Loans or 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 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 date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant FacilityPercentage). If such notice is given by any the Borrower, such 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 any Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Subject to Section 2.15, such prepayments shall be paid to the foregoingLenders in accordance with their respective 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 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 prepayment indicates that such prepayment. If such notice is given by the Borrower, the Borrower shall make 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. (i) Subject to the last sentence of this Section 2.04(a2.05(a)(i), any Borrower 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 Term Loans and Revolving 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 9:00 a.m. 11:00 a.m. (or such later time on such date acceptable to the Administrative Agent) (1) two Business Days prior to any date of prepayment of Term SOFR Loans denominated in Dollars, (2) three Business Days prior to any date of prepayment of Term SOFR Loansany Alternative Currency Loan, (2) one 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 $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; (C) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $500,000 or a whole multiple of the Dollar Equivalent of $100,000 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 date date, the currency and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Alternative Currency Term Rate Loans or Term SOFR Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any the Lead Borrower, such 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. Any prepayment of a Term SOFR Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.053.07. Notwithstanding Each prepayment of the foregoingoutstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the Term Facility and any Incremental Tranche, if as the Borrowers may elect and, within such 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 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 in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (or such later time on such date acceptable to the Swing Line Lender) on the date of prepayment indicates that 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 to be funded with given by the proceeds of a new financing that would result in the repayment of all Obligations in connection therewithLead Borrower, the termination of the Loans and Commitments under this Agreement Borrowers shall make such prepayment and the release or termination of all Liens securing payment amount specified in such notice shall be due and payable on the Obligations hereunder (a “New Financing”), such 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 if (or the prepayment date delayed) to the extent such New Financing condition is not consummatedsatisfied.

Optional. Subject to the last sentence of this Section 2.04(a), any Borrower (i) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must may be in any form on an electronic platform or electronic transmission system or another form approved by the Administrative Agent or in a writing appropriately signed by a Responsible Officer and containing the information specified in this Section below and be received by the Administrative Agent not later than 9:00 a.m.12:00 p.m. (1) three two Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (32) 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 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 $500,000 250,000 or a whole multiple of $100,000 250,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any Borrowerthe Borrowers, such Borrower and to the extent provided therein, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Each prepayment of the foregoingoutstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrowers (provided that in the event that the Borrowers do not specify the order in which to apply prepayments, if such notice of prepayment indicates the Borrowers 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 2.18, each such prepayment 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 Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or less if less than such amount is outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, and to be funded with the proceeds of a new financing that would result in the repayment of all Obligations in connection therewithextent provided therein, the termination of the Loans and Commitments under this Agreement Borrowers shall make such prepayment and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 2.04(a), any Borrower (i)Borrowers may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty (except as provided in clause (iii) below); provided provided, that (A) such 1)such notice must be received by the Administrative Agent not later than 9:00 a.m. 2:00 p.m. (1A) three (3) Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (3B) on the date of prepayment of Base Rate Loans; provided, that if such notice is submitted electronically through the CashPro Credit platform, such notice shall be submitted in the form provided through the CashPro Credit platform or otherwise in a form reasonably acceptable to the Administrative Agent for such purposes; (B2) any prepayment of Term SOFR Loans or Daily Simple SOFR 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 date and amount of such prepayment and the Types Class (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; provided that after the Amendment No. 8 Effective Date until the Maturity Date with respect to the Non-Extended Revolving Credit Facility, all Revolving Credit Loans shall be prepaid on a pro rata basis between the Interest Periods of such LoansNon-Extended Revolving Credit Facility and the Extended Revolving Credit Facility; provided, further that, at their discretion, Borrowers shall be permitted to permanently repay and terminate commitments under the Non-Extended Revolving Credit Facility on a better than a pro rata basis as compared to 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 of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any BorrowerParent, such 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 Parent 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 Loans of the applicable Class or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding In the foregoing, if such notice case of each 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 and Commitments under pursuant to this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”Section 2.05(a)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such notice of prepayment may payment shall be revoked if such New Financing is not consummatedpaid to the Appropriate Lenders in accordance with their respective Pro Rata Shares.

Optional. (i) Subject to the last sentence of this Section 2.04(a2.05(a)(i), any Borrower 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 Term Loans and Revolving 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 9:00 a.m. 11:00 a.m. (or such later time on such date acceptable to the Administrative Agent) (1) threetwo Business Days prior to any date of prepayment of Eurocurrency RateTerm SOFR Loans denominated in Dollars, (2) three Business Days prior to any date of prepayment of Term SOFR Loansany Alternative Currency Loan, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (323) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple Eurocurrency RateTerm SOFR 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; (C) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof; and (CCD) 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 date date, the currency and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if EurocurrencyAlternative Currency Term Rate Loans or Term SOFR Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any the Lead Borrower, such 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. Any prepayment of a Eurocurrency RateTerm SOFR Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.053.07. Notwithstanding Each prepayment of the foregoingoutstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the Term Facility and any Incremental Tranche, if as the Borrowers may elect and, within such 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 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 in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (or such later time on such date acceptable to the Swing Line Lender) on the date of prepayment indicates that the prepayment, and (B) any such prepayment shall be in a minimum principal amount of 74 $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is to be funded with given by the proceeds of a new financing that would result in the repayment of all Obligations in connection therewithLead Borrower, the termination of the Loans and Commitments under this Agreement Borrowers shall make such prepayment and the release or termination of all Liens securing payment amount specified in such notice shall be due and payable on the Obligations hereunder (a “New Financing”), such 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 if (or the prepayment date delayed) to the extent such New Financing condition is not consummatedsatisfied.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans Advances made to it in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to the Agent and received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m. (1x) three Business Days prior to any date of prepayment of Term SOFR LoansAdvances, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (3y) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple SOFR Loans Advances 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 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 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Types Type(s) of Loans Advances to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Facility). If such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice of prepayment may state that such prepayment is conditioned upon the availability of other financing or the consummation of a transaction constituting a Change in Control, 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 a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.0510.04(b). Notwithstanding Each such prepayment shall be paid to the foregoingLenders in accordance with their respective Commitment 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 prepayment indicates that such prepayment. If such notice is given by a Borrower, such Borrower shall make 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 2.04(a), any Borrower The Company may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (3B) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Term SOFR Loans or Daily Simple 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. Each such notice shall specify the date and amount of such prepayment and prepayment, the Types 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 Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any Borrowerthe Company, such Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Each prepayment of the foregoing, if such outstanding Loans pursuant to this Section 2.04(a) shall be applied (x) to the Facility or Facilities specified by the Company in the related notice of prepayment indicates that and (y) within each Facility or Facilities to be prepaid, to the principal repayment installments thereof on a pro-rata basis, and each such prepayment is shall be paid to be funded the Lenders in accordance with the proceeds their respective Applicable Percentages in respect of a new financing that would result in the repayment of all Obligations in connection therewith, the termination each of the Loans relevant Facilities; provided, that (I) the Incremental B-2 Extended Term Facility shall not be prepaid pursuant to this Section 2.04(a) prior to the Incremental B Term Facility without the prior written consent of each Incremental B Term Lenders and Commitments under (II) the Incremental B Term Lenders may be prepaid pursuant to this Agreement Section 2.04(a) prior to the Incremental B-2 Extended Term Lenders and, for the avoidance of doubt, prepayments pursuant to this Section 2.04(a) may be made on a pro rata basis to both the Incremental B Term Facility and the release or termination Incremental B-2 Extended Term Facility in accordance with their respective Applicable Percentages in respect of all Liens securing each of the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummatedrelevant Facilities.

Optional. Subject to the last sentence of this Section 2.04(a), any (a) The Borrower may, upon notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and any Class or Classes of Revolving Loans in whole or in part without premium (except as set forth in Section 2.18) or penalty; provided that that (Ai) such notice must be received by the Administrative Agent not later than 9:00 a.m. (1A) 1:00 p.m., New York time, three (3) Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (3B) 12:00 p.m., New York time, on the date of prepayment of Base Rate Loans; ; (Bii) any prepayment of Term SOFR Loans or Daily Simple SOFR Eurodollar Rate Loans shall be in a principal amount of $5,000,000 250,000 or a whole multiple of $1,000,000 100,000 in excess thereofthereof (or in the case of a prepayment of a Loan in an Alternative Currency, such minimum amounts as may be reasonably agreed by the Borrower and the Administrative Agent) or, if less, the entire principal amount thereof then outstanding; and and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Types Class(es) and Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding In the foregoingcase of each prepayment of the Loans pursuant to this Section 2.05(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 payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent) at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m., New York time, on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple amount of $10,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind (or delay the date of prepayment identified in) any notice of prepayment indicates under Section 2.05(1)(a) or Section 2.05(1)(b) by written notice to the Administrative Agent not later than 12:00 p.m., New York time, on such prepayment date if such prepayment would have resulted from a refinancing of all or a portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed. (d) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity). Each prepayment in respect of any Term Loans pursuant to this Section 2.05 may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 2.05 without any requirement to prepay Extended Term Loans that were converted or exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 2.05 without any requirement to prepay Term Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such prepayment 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 to be funded with the continuing and (y) no proceeds of Revolving Loans are used for this purpose, any Borrower Party may (i) purchase outstanding Term Loans on a new financing that would result non-pro rata basis through open market purchases or (ii) prepay the outstanding Term Loans (which Term Loans shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such purchase or prepayment), which in the repayment case of all Obligations in connection therewithclause (ii) only shall be prepaid without premium or penalty on the following basis: (A) Any Borrower Party shall have the right to make a voluntary prepayment of Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the termination of the Loans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New FinancingDiscounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(1)(e) and without premium or penalty. (1) Any Borrower Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five (5) Business Days’ notice (or such shorter period as agreed by the Auction Agent) in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the applicable Borrower Party, to (x) each Term Lender or (y) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable Class, the Class or Classes of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(1)(e)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5.0 million and whole increments of $1.0 million in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York time, on the third Business Day after the date of delivery of such notice to such Lenders (the “Specified Discount Prepayment Response Date”). (2) Each Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Term Loans at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the Classes of such Lender’s Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment. (3) If there is at least one Discount Prepayment Accepting Lender, the relevant Borrower Party will make a prepayment of outstanding Term Loans pursuant to this paragraph (B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and Classes of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection (2) above; provided that if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the relevant Borrower Party of the respective Term Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the Classes of Term Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, Class and Type of Term Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the applicable Borrower Party and such Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the applicable Borrower Party shall be due and payable by such Borrower Party on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below). (1) Any Borrower Party may from time to time solicit Discount Range Prepayment Offers 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 Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of such 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 notice shall specify the maximum aggregate principal amount of the relevant Term Loans (the “Discount Range Prepayment Amount”), the Class or Classes of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Term Loans with respect to each relevant Class of Term Loans willing to be prepaid by such Borrower Party (it being understood that different Discount Ranges or Discount Range Prepayment Amounts may be revoked if 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)(C)), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5.0 million and whole increments of $1.0 million in excess thereof and (IV) unless rescinded, each such solicitation by the applicable Borrower Party shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New Financing York time, on the third Business Day after the date of delivery of such notice to such Lenders (the “Discount Range Prepayment Response Date”). Each Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable Class or Classes and the maximum aggregate principal amount and Classes of such Lender’s Term Loans (the “Submitted Amount”) such Term Lender is willing to have prepaid at the Submitted Discount. Any Term Lender whose Discount Range Prepayment Offer is not consummatedreceived by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range. (2) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this subsection (C). The relevant Borrower Party agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by the Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Term Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Term Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection (3)) at the Applicable Discount (each such Term Lender, a “Participating Lender”). (3) If there is at least one Participating Lender, the relevant Borrower Party will prepay the respective outstanding Term Loans of each Participating Lender in the aggregate principal amount and of the Classes specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the relevant Term Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Auction Agent (in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Discount Range Proration”). The Auction Agent shall promptly, and in any case within five (5) Business Days following the Discount Range Prepayment Response Date, notify (I) the relevant B

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay Revolving 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 9:00 a.m.12:00 p.m. (1) three U.S. Government Securities Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (32) 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 date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods Period(s) of such LoansLoans 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 Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any the Borrower, such 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 pursuant to this Section 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 by the 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 a SOFR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Subject to Section 2.17, each prepayment of the foregoingoutstanding Revolving Credit Loans shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Pro Rata Shares of the Revolving Credit Facility. (it being understood that, if for the avoidance of doubt, any prepayment of a Revolving Credit Borrowing prior to the 2025 Non-Extended Revolving Credit Commitment Maturity Date shall be applied ratably to the 2025 Non-Extended Revolving Credit Loans and the 2025 Extended Revolving Credit Loans comprising such Revolving Credit Borrowing). (ii) The Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made by such Swing Line Lender in whole or in part without premium or penalty; provided that (A) such notice must be received by the applicable 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; provided that a notice of prepayment indicates pursuant to this Section may state that such prepayment notice is to be funded with conditioned upon the proceeds occurrence of a new financing that would result one or more events specified therein, 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”), 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 of prepayment) if such New Financing condition is not consummatedsatisfied.

Optional. Subject to the last sentence of this Section 2.04(a), any (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 Revolving Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m. (1) three two (2) Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (32) 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 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 date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant FacilityPercentage). If such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Subject to Section 2.15, such prepayments shall be paid to the foregoingLenders in accordance with their respective 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 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 prepayment indicates that such prepayment. If such notice is given by the Borrower, the Borrower shall make 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of prepayment may principal shall be revoked if such New Financing is not consummatedaccompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Optional. Subject to the last sentence of this Section 2.04(a), any Borrower The Company may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving 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 9:00 a.m. 11:00 A.M. (1New York City time) three U.S. Government Securities Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (3) on the date of such prepayment, to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Company shall, prepay the outstanding principal amount of the Advances of any Class comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple SOFR Loans Advances shall be in a an aggregate principal amount of not less than $5,000,000 10,000,000 or a whole multiple of $1,000,000 in excess thereof; , and (Cy) in the event of any such prepayment of Base a Term Benchmark Rate Loans Advance, the Company 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, obligated to reimburse the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Types of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest 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 (based on such Lender’s Applicable Percentage Lenders in respect of the relevant Facility). If any such notice is given by Borrowing pursuant to Section 9.04(c) for any Borrower, such Borrower shall make such prepayment and other than on the payment amount specified in last day of the Interest Period for such notice Advance. Optional prepayments shall be due and payable on the date specified therein. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together withapplied to Advances (and, in the case of 5-Year ▇▇▇▇▇▇▇ Advances, to amortization payments thereof) as directed by the Company, and absent any direction, shall be applied (x) to 3-Year Tranche Advances and 5-Year Tranche Advances pro rata and (y) in the case of 5-Year Tranche Advances, to the amortization payments required by Section 2.06 in direct order of maturity. Any notice of prepayment by the Company may be conditioned on the occurrence of any event, in which case such notice may be revoked by the Company (by notice delivered to the Agent on or prior to the date of the proposed prepayment) if such condition is not satisfied. The Company shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a prepayment result of a Term SOFR Loan any failure to fulfill on or a Daily Simple SOFR Loan, any additional amounts required pursuant to Section 3.05. Notwithstanding before the foregoing, if date specified in such notice of prepayment indicates that such prepayment is to be funded with the proceeds applicable conditions set forth therein, including, without limitation, any loss (excluding any loss of a new financing that would result in the repayment of all Obligations in connection therewithprofits), the termination cost or expense incurred by reason of the Loans and Commitments under this Agreement and the release liquidation or termination reemployment of all Liens securing the Obligations hereunder (deposits or other funds acquired by such Lender in anticipation of such prepayment, as a “New Financing”)result of such failure, such notice of prepayment may be revoked if such New Financing is not consummatedmade on such date.

Optional. Subject to the last sentence of this Section 2.04(a), any (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 (provided that any voluntary prepayment of Initial Term Loans shall be pro rata between the Initial Term Loans outstanding at the time of such voluntary prepayment) and Revolving 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 (A1) such notice must be received by the Administrative Agent not later than 9:00 a.m. 1:00 p.m. (1A) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurocurrency Rate Loans and (3B) on the date of any prepayment of Base Rate Loans; (B2) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types Class(es) and Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any the Borrower, such unless rescinded pursuant to clause (iv) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to clause (ii) below and Section 3.05. Notwithstanding In the foregoingcase of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such 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) The Borrower may, upon, subject to clause (iii) below, written notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the 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, at the time of the consummation or occurrence of any Repricing Event, in each case, that occurs on or prior to the 12-month anniversary of the Closing Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each applicable Term Lender, a prepayment premium in an amount equal to 1.00% of the aggregate principal amount of the Initial Term Loans so prepaid or repaid and, in connection with any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Event, such Term Lender (and not any Person who replaces such Term Lender pursuant to Section 3.07(a)) shall receive its pro rata portion (as determined immediately prior to it being so replaced) of the prepayment premium or fee described herein. Such fees shall be due and payable upon the date of the applicable prepayment, repayment or Repricing Event, as applicable. For the avoidance of doubt, after the 12-month anniversary of the Closing Date, no fee shall be payable pursuant to this Section 2.05(b). (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment indicates that 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). (v) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.07(a) in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity); provided that any voluntary prepayment of Initial Term Loans shall be pro rata between the Initial Term Loans outstanding at the time of such voluntary prepayment. (vi) 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 to continuing, any Loan Party (in such capacity, a “Discounted Purchaser”) may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be funded with automatically and permanently cancelled 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 new financing that would result in the repayment voluntary prepayment of all Obligations in connection therewithTerm 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 termination of the Loans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New FinancingDiscounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(vi) 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 understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(vi)(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 (iv) 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 of prepayment may be revoked if to such New Financing is not consummatedLenders (or such later date specified therein) (the “Specified Discount Prepayment Response Date”).

Optional. Subject to the last sentence of (i) Except as otherwise provided below in this Section 2.04(a2.06(a), any 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 any Class or Classes of Revolving Credit Loans in whole or in part without premium or penalty; provided that (A1) such notice must be received by the Administrative Agent not later than 9:00 a.m. 12:30 p.m. (1A) three two (2) Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurocurrency Rate Loans and (3B) on the date of prepayment of Base Rate Loans; (B2) any prepayment of Term SOFR Loans or Daily Simple SOFR Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 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 date and amount of such prepayment prepayment, the Class(es) and the Types Type(s) of Loans to be prepaid and, if Term SOFR (such Class(es) and Type(s) of Loans are to be prepaidselected by the Borrower) and in the case of a prepayment of Term Loans, the Interest Periods manner 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 Loansprepayment of Term Loans shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.08(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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any the Borrower, such 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 on the amount prepaidthereon, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Each prepayment of the foregoingLoans pursuant to this Section 2.06(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Any prepayment of Term B Loans made on or prior to the date that is six months after the Amendment and Restatement Effective Date in connection with a Repricing Transaction shall be accompanied by the payment by the Borrower of the fee set forth in Section 2.10(b). (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment indicates that under Section 2.06(a)(i) or 2.06(a)(ii) if such prepayment is to be funded with the proceeds would have resulted from a refinancing of all or a portion of a new financing that would result Facility, which refinancing shall not be consummated or shall otherwise be delayed. (iv) Notwithstanding anything in any Loan Document to the repayment contrary, so long as no Event of all Obligations in connection therewithDefault 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, the termination Borrower or any of the its Subsidiaries may purchase such outstanding Term Loans and Commitments under this Agreement and immediately cancel them) on the release following basis: (A) Any Company Party shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or termination Borrower Solicitation of all Liens securing Discounted Prepayment Offers (any such prepayment, the Obligations hereunder (a “New FinancingDiscounted Term Loan Prepayment”), in each case made in accordance with this Section 2.06(a)(iv). (B) (1) Any Company Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five (5) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Company Party, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.06(a)(iv)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., on the third Business Day after the date of delivery of such notice of prepayment to such Lenders (which date may be revoked if such New Financing is extended for a period not consummatedexceeding three (3) Business Days upon notice by the Company Party to the Auction Agent) (the “Specified Discount Prepayment Response Date”).

Optional. 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 Revolving 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 9:00 a.m. (1) a.m. three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Benchmark Rate 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 Benchmark Rate Loans shall be in a principal amount of $500,000 ¥200,000,000 or a whole multiple of $100,000 ¥100,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Types of Loans to be prepaid and, if Term SOFR Benchmark Rate Loans are to be prepaid, the Interest 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any 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. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR ▇▇▇▇▇ Loan or a Daily Simple SOFR Interpolated Rate Loan, any additional amounts required pursuant to Section 3.05. 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummated.

Optional. Subject to the last sentence of this Section 2.04(a), any (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 the Term A Loans, Revolving Loans and/or any Incremental Term Loans in whole or in part without premium or penalty, subject to Section 3.05; provided that provided, that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 9:00 a.m. 10:00 a.m. (1) three two (2) Business Days prior to any date of prepayment of Term SOFR Loans, and (2) one 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 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 date and amount of such prepayment and prepayment, the Types Type(s) of Loans to be prepaid, and whether the Loans to be prepaid are the Term A Loans, the Revolving Loans, and/or the Incremental Term Loans and, if Term SOFR Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that, any notice of prepayment of Loans may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, 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. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term A Loans and Incremental Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the Term A Loans and any Incremental Term Loans on a pro rata basis, and shall be applied to the principal repayment installments thereof in the direct order of maturity or as otherwise directed by the Borrower. Subject to Section 2.15, such prepayments shall be paid to the applicable Lenders in accordance with their respective 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 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 12:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess 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 a Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummated.

Optional. Subject to the last sentence of this Section 2.04(a), any Borrower (i) The Borrowers may, upon notice to the Administrative Agent from the Borrower Agent, at any time or from time to time voluntarily prepay Revolving Term Loans in whole or in part without premium or penaltypart; provided that (A) such notice must be received by the Administrative Agent not later than 9:00 a.m.11:00 35 a. m. (1) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR LIBOR Loans and (32) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple SOFR LIBOR 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 date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR LIBOR Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any Borrowerthe Borrower Agent, such 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. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding the foregoingSubject to Section 2.17(b), if such notice of each 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 outstanding Term Loans and Commitments under this Agreement and shall be applied to the release or termination of principal repayment installments thereof pro rata to all Liens securing the Obligations hereunder (a “New Financing”)remaining scheduled principal payments. Subject to Section 2.17, such notice prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of prepayment may be revoked if such New Financing is not consummatedeach of the relevant Facilities.

Optional. (i) Subject to the last sentence of this Section 2.04(a2.05(a)(i), any the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided 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 9:00 a.m. 11:00 a.m. (1) three two Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (32) on the date of prepayment of Base Rate Loans and Daily SOFR Loans; (B) any prepayment of Term Daily SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types Type(s) of Loans and the relevant Facility to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If ​ such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Each prepayment of the foregoingoutstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower in writing (and in the absence of any direction, if in direct order of maturity to the remaining quarterly principal installments thereof). Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the Term 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 in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of prepayment indicates that 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 to be funded with given by the proceeds of a new financing that would result in the repayment of all Obligations in connection therewithBorrower, the termination of the Loans and Commitments under this Agreement Borrower shall make such prepayment and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) Each Borrower may, upon notice from the Parent Borrower (on its own behalf and on behalf of any Designated Borrower) 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 its Term Loans, Delayed Draw Term Loans and Revolving Loans Credit Loans, as applicable, in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m. (1) three Business Days prior to any date of prepayment of Term SOFR LoansEurocurrency Rate Committed Loans denominated in Dollars, (2) one four Business Day Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Daily Simple SOFR Eurocurrency Rate Committed Loans denominated in Alternative Currencies, and (3) on the date of prepayment of Base Rate Loans and LIBOR Floating Rate Loans; (B) any prepayment of Term SOFR Eurocurrency Rate Committed Loans (whether denominated in Dollars or Daily Simple SOFR Loans 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 (C) 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 date and amount of such prepayment prepayment, the Facility, the name of the Borrower (which shall be the Parent Borrower or a Designated Borrower), the Tranche (if applicable) and the Types Type(s) of Loans to be prepaid and, if Term SOFR Eurocurrency Rate Committed Loans are to be prepaid, the currency and Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of any prepayment of the relevant Term Facility or the Delayed Draw Term Facility and such Lender’s Applicable Tranche Percentage in respect of any prepayment of any Tranche under the Revolving Credit Facility). If such notice is given by any the Parent Borrower, such the Parent Borrower or the applicable Designated 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 Committed Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Subject to Section 2.18, each such prepayment shall be promptly paid to the foregoingLenders in accordance with their respective Applicable Percentages in respect of any prepayment of the Term Facility or the Delayed Draw Term Facility, if their respective Dollar Tranche Percentage in respect of any prepayment of the Dollar Tranche and their respective Applicable Tranche Percentage in respect of any prepayment of the Alternative Currency Tranche. (ii) No Competitive Loan may be prepaid without the prior consent of the applicable Competitive Loan Lender. (iii) Any Borrower may, upon notice from the Parent Borrower (on its own behalf or on behalf of any Designated Borrower) 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 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 11:00 a.m. (London time) on the date of prepayment indicates that 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 to be funded with given by the proceeds of a new financing that would result in the repayment of all Obligations in connection therewithParent Borrower, the termination of the Loans and Commitments under this Agreement Parent Borrower or applicable Designated Borrower shall make such prepayment and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) Each 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 Incremental Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that that, unless otherwise agreed by the Administrative Agent, (Ai) such notice must be received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Term SOFR LoansLoans denominated in Dollars, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (3B) on the date of prepayment of Base Rate Loans, and (C) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans; (Bii) any prepayment of Term SOFR Loans or Daily Simple SOFR and Alternative Currency 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 thereof; or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Types Type(s) of Loans to be prepaid, the currency in which such Loan(s) to be prepaid is(are) denominated and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any a Borrower, such the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Each prepayment of the foregoingoutstanding Incremental Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by a Borrower in such notice, or if not so directed by the applicable Borrower, on a pro‑rata basis. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (ii) The applicable Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of prepayment indicates that such prepayment. If such notice is given by a Borrower, the applicable Borrower shall make 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of prepayment may principal shall be revoked if such New Financing is not consummatedaccompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Optional. Subject to the last sentence of this Section 2.04(a), any Borrower (i) The Borrowers may, upon notice by the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving any Loans in whole or in part without premium or penalty; provided that (A) (x) with respect to any prepayment of Eurodollar Rate Loans, a notice of such notice prepayment of Eurodollar Rate Loans must be received by the Administrative Agent not later than 9:00 a.m. 2:00 p.m. (1New York Time) three Business Days prior to any the date of such prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (3y) with respect to any prepayment of Base Rate Loans, a notice of such prepayment of Base Rate Loans must be received by the Administrative Agent not later than 12:00 p.m. (New York Time) on the date of such prepayment of Base Rate Loans; provided that, in each case, if the proceeds of such prepayment of any Loans are not received by the Administrative Agent prior to 3:00 p.m. (New York Time), such prepayment of Loans shall be deemed to have occurred on the immediately succeeding Business Day; (B) any prepayment of Term SOFR Loans or Daily Simple 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 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 $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect Pro Rata Share of the relevant Revolving Credit Facility). If such notice is given by any the Lead 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. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding . (ii) The Borrowers may, upon notice by the foregoingLead 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 notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (New York Time) on the date of the prepayment and (B) any such prepayment shall be in a minimum principal amount of $25,000 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 the Lead 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. Any accrued and unpaid interest on prepaid Swing Line Loans shall be paid on the next succeeding Interest Payment Date in accordance with Section 2.08(c). (iii) Notwithstanding anything to the contrary contained in this Agreement, the Lead Borrower may rescind any notice of prepayment indicates that under Section 2.05(a)(i) if such prepayment is to be funded with the proceeds of would have resulted from a new financing that would result in the repayment refinancing of all Obligations in connection therewith, the termination of the Revolving Credit Facility, which refinancing shall not be consummated or shall otherwise be delayed. (iv) In connection with any voluntary prepayment of any Loans and Commitments under pursuant to this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”Section 2.05(a), such notice voluntary prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of prepayment may any payments required to be revoked if such New Financing is not consummatedmade by the Borrowers pursuant to Section 3.05.

Optional. Subject to the last sentence of this Section 2.04(a), any 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 Term Loans and Revolving Loans in whole or in part without premium or penalty; provided that that, unless otherwise agreed by the Administrative Agent, (Ai) such notice must be received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m. (1A) three two (2) Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (3B) on the date of prepayment of Base Rate Loans; Loans and (Bii) 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 date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any the Borrower, such 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 such notice may state that such prepayment is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a any Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Each prepayment of the foregoingoutstanding 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 2.15, if such notice of prepayment indicates that each such prepayment is shall be applied to be funded with the proceeds of a new financing that would result in the repayment of all Obligations in connection therewith, the termination Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. Any optional prepayment of Revolving Loans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummated.shall

Optional. Subject to the last sentence of this Section 2.04(a), any (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 Revolving Loans in whole or in part without premium or penaltypenalty (subject to Section 3.05); provided that provided, that, unless otherwise agreed by the Administrative Agent: (A) such notice must be received by the Administrative Agent not later than 9:00 11:00 a.m. (1) three two (2) Business Days prior to any date of prepayment of Term SOFR Loans, and (2) one 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 2,000,000 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 shall specify the date and amount of such prepayment and the Types Type(s) of Revolving Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods Period(s) of such Term SOFR Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant FacilityPercentage). If such notice is given by any the Borrower, such 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 any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a any Term SOFR Loan or a Daily Simple SOFR Loan, any additional amounts required 54 14278124v114278124v4 (ii) The Borrower may, upon notice to the Swingline Lender pursuant to Section 3.05. Notwithstanding delivery to the foregoingSwingline 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 thereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of prepayment indicates that such prepayment. If such notice is given by the Borrower, the Borrower shall make 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 2.04(a), any Borrower (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 Revolving Loans in whole or in part without premium or penaltypenalty (subject to Section 3.05); provided that provided, that, unless otherwise agreed by the Administrative Agent: (A) such notice must be received by the Administrative Agent not later than 9:00 a.m. 10:00 a.m. (1) three two (2) Business Days prior to any date of prepayment of Term SOFR Loans, and (2) one 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 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 (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 date and amount of such prepayment and the Types Type(s) of Revolving Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods Period(s) of such Term SOFR Loans. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Revolving Lender’s ratable portion of such prepayment (based on such Revolving Lender’s Applicable Percentage in respect of the relevant FacilityRevolving Percentage). If such notice is given by any Borrowerthe Borrowers, such 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, notwithstanding anything herein to the contrary, the Borrowers may rescind any Notice of Loan Prepayment under this Section 2.05(a)(i) with respect to the prepayment of Term SOFR Loans if such prepayment is to be funded by a refinancing of the Loans or is otherwise contingent upon the consummation of any other transaction and such refinancing or other transaction shall not be consummated or is otherwise delayed; provided, further, that, any such rescission shall be received by the Administrative Agent no later than 11:00 a.m. one (1) Business Day prior to the date of prepayment specified in such Notice of Loan Prepayment. Any prepayment of a any Revolving Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a any Term SOFR Loan or a Daily Simple SOFR Loan, any additional amounts required pursuant to Section 3.05. Notwithstanding Subject to Section 2.15, such prepayments shall be paid to the foregoingRevolving Lenders in accordance with their respective Applicable Revolving Percentages. (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 12:00 Noon 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 prepayment indicates that such prepayment. If such notice is given by the Borrowers, the Borrowers shall make 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 2.04(a), any (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 Term Loans and Revolving Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 9:00 a.m. 1:00 p.m. (1x) three (3) Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (3y) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple 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 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 date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid; provided, together withthat, so long as such conditionality is included in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loanrelevant notice, any additional amounts required pursuant to Section 3.05. 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be conditioned upon the effectiveness of other transactions (including any credit facilities or capital raising, the consummation of any Disposition or the occurrence of a change of control), 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 New Financing condition is not consummatedsatisfied. 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 Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal balance of Swingline 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, so long as such conditionality is included in the relevant notice, any such notice of prepayment may be conditioned upon the effectiveness of other transactions (including any credit facilities or capital raising, the consummation of any Disposition or the occurrence of a change of control), 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. (iii) Within the parameters of the applications set forth above, prepayments pursuant to this Section 2.05(a) shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(a) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Optional. Subject to the last sentence of this Section 2.04(a2.5(a), any the Borrower may, upon notice to the Revolving Administrative Agent, Agent at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Revolving Administrative Agent not later than 9:00 a.m. 12:00 noon (1A) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (3B) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Term SOFR Loans or Daily Simple 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 $500,000 100,000 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 date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Revolving Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Notwithstanding the foregoing, subject to payment of any amounts required pursuant to Section 2.18, the Borrower may rescind or postpone any notice of prepayment under this Section 2.5(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.052.18. Notwithstanding the foregoingSubject to Section 2.22, if such notice of prepayment indicates that each such prepayment is shall be applied to be funded with the proceeds of a new financing that would result in the repayment of all Obligations in connection therewith, the termination Revolving Credit Loans of the Loans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummatedLenders in accordance with their respective Applicable Percentages.

Optional. Subject to the last sentence of this Section 2.04(a), any The Borrower may, upon notice (which notice, subject to Section 3.053.04, 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 Revolving Loans in whole or in part without premium or penaltypenalty (other than, in the case of any Incremental Term Loans, any premium contained in the applicable Incremental Amendment); provided that (Ai) such notice must be received by the Administrative Agent not later than 9:00 11:00 a.m. (1A) three U.S. Government Securities Business Days prior to any date of prepayment of Term SOFR Loans, Eurodollar RateTerm Benchmark Loans or RFR Loans and (2B) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (3) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Term SOFR Eurodollar RateTerm Benchmark Loans or Daily Simple SOFR RFR 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 date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar RateTerm Benchmark Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If Prepayments of Revolving Credit Loans shall be made on a pro rata basis across all Revolving Credit Facilities. Subject to the first sentence in this Section 2.04(a), if such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of termination of the Revolving Credit Commitments and prepayment of Revolving Credit Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar RateTerm Benchmark Loan or RFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with, with any additional amounts required pursuant to Section 3.053.04 and any prepayment of a Base Rate Loan shall be accompanied by all accrued interest on the amount prepaid if such prepayment is accompanied by a termination of the Revolving Credit Commitments (in the case of a prepayment of Revolving Credit Loans) or if such prepayment is of all outstanding Incremental Term Loans (in the case of a prepayment of Incremental Term SOFR Loan or Loans). All payments made pursuant to this Section 2.04(a) shall be applied (i) on a Daily Simple SOFR Loanpro rata basis to each Lender holding Loans of the applicable Facility (or, in the case of Revolving Credit Loans, the Revolving Credit Facilities collectively) being prepaid and (ii) in the case of any additional amounts Incremental Term Loans, in direct order of maturity of installments thereof required pursuant to Section 3.05. 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummatedapplicable Incremental Amendment.

Optional. Subject to the last sentence of this Section 2.04(a), any Borrower (i) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans Borrowing 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 9:00 a.m. 11:00 a.m. (1) three four (4) Business Days prior to any date of prepayment of Term SOFR Loans, Eurodollar Rate Loans and (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 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 Types Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods 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 the relevant Facilityeach Revolving Borrowing (or portion thereof) being prepaid). If such notice is given by any Borrowerthe Borrowers, such 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. Any prepayment of a Loan principal shall be accompanied by all accrued interest on the amount of the Revolving Borrowing(s) being prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding the foregoingSubject to [***] Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummatedpublicly disclosed.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans Advances made to it in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to the Agent and received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m. (1x) three Business Days prior to any date of prepayment of Term SOFR LoansEurocurrency Rate Advances denominated in Dollars, (2y) one four Business Day Days prior to any date of prepayment of Daily Simple SOFR Loans Eurocurrency Rate Advances denominated in Alternative Currencies, and (3z) on the date of prepayment of Base Rate LoansAdvances; (B) any prepayment of Term SOFR Loans or Daily Simple 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 (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 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 date and amount of such prepayment and the Types Type(s) of Loans Advances to be prepaid and, if Term SOFR Loans Eurocurrency Rate Advances are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Facility). If such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that 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 a Loan Eurocurrency Rate Advance shall be accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.0510.04(b). Notwithstanding Each such prepayment shall be paid to the foregoingLenders in accordance with their respective Commitment 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 such 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 prepayment indicates that such prepayment. If such notice is given by a Borrower, such Borrower shall make 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 2.04(a), any Borrower (i)Borrowers may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty (except as provided in clause (iii) below); provided provided, that (A) such 1)such notice must be received by the Administrative Agent not later than 9:00 a.m. 2:00 p.m. (1A) three (3) Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple Eurodollar RateTerm SOFR Loans and (3B) on the date of prepayment of Base Rate Loans; provided, that if such notice is submitted electronically through the CashPro Credit platform, such notice shall be submitted in the form provided through the CashPro Credit platform or otherwise in a form reasonably acceptable to the Administrative Agent for such purposes; (B2) any prepayment of Term SOFR Loans or Daily Simple Eurodollar RateTerm SOFR 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 date and amount of such prepayment and the Types Class (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; provided that after the Amendment No. 78 Effective Date until the Maturity Date with respect to the Non-Extended Revolving Credit Facility, all Revolving Credit Loans shall be prepaid on a pro rata basis between the Interest Periods of such LoansNon-Extended Revolving Credit Facility and the Extended Revolving Credit Facility; provided, further that, at their discretion, Borrowers shall be permitted to permanently repay and terminate commitments under the Non-Extended Revolving Credit Facility on a better than a pro rata basis as compared to 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 of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any BorrowerParent, such 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 Parent 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 Loans of the applicable Class or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar RateTerm SOFR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding In the foregoing, if such notice case of each 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 and Commitments under pursuant to this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”Section 2.05(a)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such notice of prepayment may payment shall be revoked if such New Financing is not consummatedpaid to the Appropriate Lenders in accordance with their respective Pro Rata Shares.

Optional. Subject to the last sentence of this Section 2.04(a), any Borrower (i) The Borrowers may, upon notice to the Administrative Agent from the Borrower Agent, at any time or from time to time voluntarily prepay Revolving 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 9:00 a.m.Credit 86 (1) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (32) 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 $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof, and shall be accompanied by payment of all amounts due under Section 3.05; and (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. There shall be no minimum repayment amount for Base Rate Loans. Each such notice shall specify the date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any Borrowerthe Borrower Agent, such 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. Any prepayment of a SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Subject to Section 2.17, such prepayments shall be paid to the foregoingLenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. Any payment of Obligations in respect of Revolving Credit Loans shall be applied first to Obligations outstanding under Revolving Credit Loans that are not FILO Loans (including principal, if interest and fees) until repaid in full, and then to Obligations outstanding under FILO Loans. (ii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent) from the Borrower Agent, at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 P.M. on the date of prepayment indicates that 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 to be funded with given by the proceeds of a new financing that would result in the repayment of all Obligations in connection therewithBorrower Agent, the termination of the Loans and Commitments under this Agreement Borrowers shall make such prepayment and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 2.04(a), any (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 (provided that any voluntary prepayment of Initial Term Loans shall be pro rata between the Initial Term Loans outstanding at the time of such voluntary prepayment) and Revolving 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 (A1) such notice must be received by the Administrative Agent not later than 9:00 a.m. 1:00 p.m. (1A) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurocurrency Rate Loans and (3B) on the date of any prepayment of Base Rate Loans; (B2) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types Class(es) and Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any the Borrower, such unless rescinded pursuant to clause (iv) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to clause (ii) below and Section 3.05. Notwithstanding In the foregoingcase of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such 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) The Borrower may, upon, subject to clause (iii) below, written notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the 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, at the time of the consummation or occurrence of any Repricing Event, in each case, that occurs on or prior to the six-month anniversary of the Amendment No. 12 Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each applicable Term Lender, a prepayment premium in an amount equal to 1.00% of the aggregate principal amount of the Initial Term Loans so prepaid or repaid and, in connection with any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Event, such Term Lender (and not any Person who replaces such Term Lender pursuant to Section 3.07(a)) shall receive its pro rata portion (as determined immediately prior to it being so replaced) of the prepayment premium or fee described herein. Such fees shall be due and payable upon the date of the applicable prepayment, repayment or Repricing Event, as applicable. For the avoidance of doubt, after the six-month anniversary of the Amendment No. 12 Effective Date, no fee shall be payable pursuant to this Section 2.05(a)(iii). (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment indicates that 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). (v) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.07(a) in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity); provided that any voluntary prepayment of Initial Term Loans shall be pro rata between the Initial Term Loans outstanding at the time of such voluntary prepayment. (vi) 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 to continuing, any Loan Party (in such capacity, a “Discounted Purchaser”) may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be funded with automatically and permanently cancelled 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 new financing that would result in the repayment voluntary prepayment of all Obligations in connection therewithTerm 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 termination of the Loans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New FinancingDiscounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(vi) 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 understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(vi)(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 (iv) 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 of prepayment may be revoked if to such New Financing is not consummatedLenders (or such later date specified therein) (the “Specified Discount Prepayment Response Date”).

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, to the extent not prohibited by the terms of the Intercreditor Agreement, upon notice notice, substantially in the form of Exhibit M, to the Administrative Agent, Agent at any time or from time to time time, voluntarily prepay Revolving Term Loans of any Class in whole or in part without premium or penaltypenalty except as provided in Section 2.07(e); provided that (A) such notice must be received by the Administrative Agent not later than 9:00 a.m.Administrative (1) three Business Days prior to any date of prepayment of Term SOFR Loans, Eurodollar Rate Loans and (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (3) on the date of prepayment of Alternate Base Rate Loans; and (B) any partial prepayment of Term SOFR Loans or Daily Simple SOFR 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 date and amount of such prepayment and the Types Type(s) and Class(es) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods 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 Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any the Borrower, such the Borrower shall make such prepayment and prepayment, the payment amount specified in such notice shall be due and payable on the date specified thereintherein and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages; provided that a notice of optional prepayment pursuant to this Section 2.05(a) may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable and specified event or condition, in which case such notice of prepayment may be revoked or extended by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of prepayment) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Each prepayment of the foregoingoutstanding Term Loans of any Class pursuant to this Section 2.05(a) shall be applied to the remaining principal repayment installments, if any, thereof at the direction of the Borrower to the Administrative Agent (provided that in the event that the Borrower shall fail to so direct prior to such notice prepayment, such prepayment shall be applied in direct order of prepayment indicates maturity to the remaining principal repayment installments thereof); provided that such prepayment is shall be applied first to Alternate Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be funded with made by 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 Borrower pursuant to Section 3.05(a). (ii) [Reserved]. (iii) No Lender may reject any voluntary prepayment pursuant to this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”Section 2.05(a), such notice of prepayment may be revoked if such New Financing is not consummated.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, in its sole discretion, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term A Loans and Revolving 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 9:00 11:00 a.m. (1) three U.S. Government Securities Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (32) 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 $500,000 300,000 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 date and amount of such prepayment with respect to each Class of Loans to be prepaid and the Types Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any the Borrower, such 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 a 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 a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding . (ii) Each prepayment of the foregoingoutstanding Term A Loans pursuant to Section 2.05(a)(i) shall be applied to the then remaining principal repayment installments of the Term A Facility as the Borrower directs, if and each prepayment of Term A Loans and Revolving Credit Loans shall be paid to the Lenders in accordance with their respective 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 in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment indicates 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; provided that a notice of optional prepayment may state that such prepayment notice is to be funded with conditional upon the proceeds effectiveness of any facility or instrument refinancing all or a portion of the outstanding Swing Line Loans or upon the consummation of a new financing that would result transaction, 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”), 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 New Financing condition is not consummatedsatisfied.

Optional. Subject to the last sentence of this Section 2.04(a), any (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 Term Loans, Revolving Loans and/or any Incremental Term Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (32) 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 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof, 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 date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and whether the Loans to be prepaid are the Term Loans, the Revolving Loans, and/or the Incremental Term Loans and, if Term SOFR Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Each prepayment of Term Loans and Incremental Term Loans pursuant to this Section 2.05(a) shall be applied to the foregoingTerm Loans and any Incremental Term Loans as directed by the Borrower (and in the absence of such direction, to remaining unpaid installments in direct order of maturity). 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 Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of prepayment indicates that such prepayment. If such notice is given by the Borrower, the Borrower shall make 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. (i) Subject to the last sentence of this Section 2.04(a2.05(a)(i), any Borrower 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 Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 8:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (32) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any Borrowerthe Borrowers, such 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 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Each prepayment of the foregoingoutstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the Term A Facility and to the principal repayment installments thereof as directed by the Borrower, if and subject to Section 2.17, each such prepayment 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 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 prepayment indicates that 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 to be funded with given by the proceeds of a new financing that would result in the repayment of all Obligations in connection therewithBorrowers, the termination of the Loans and Commitments under this Agreement Borrowers shall make such prepayment and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty; provided 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 9:00 a.m. (1A) three (3) Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (3B) on the date of prepayment of Base Rate Committed Loans; (Bii) any prepayment of Term SOFR Loans or Daily Simple 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 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 date and amount of such prepayment and the Types Type(s) of Committed Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any 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. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Subject to Section 2.17, each such prepayment shall be applied to the foregoingCommitted Loans of the Lenders in accordance with their respective Applicable Percentages. (ii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000, or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of prepayment indicates that such prepayment. If such notice is given by a Borrower, such Borrower shall make 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 and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 2.04(a), any (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 (provided that any voluntary prepayment of Initial Term Loans shall be pro rata between the Initial Term Loans outstanding at the time of such voluntary prepayment) and Revolving 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 (A1) such notice must be received by the Administrative Agent not later than 9:00 a.m. 1:00 p.m. (1A) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurocurrency Rate Loans and (3B) on the date of any prepayment of Base Rate Loans; (B2) any prepayment of Term SOFR Loans or Daily Simple 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 date and amount of such prepayment and the Types Class(es) and Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by any the Borrower, such unless rescinded pursuant to clause (iv) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to clause (ii) below and Section 3.05. Notwithstanding In the foregoingcase of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such 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) The Borrower may, upon, subject to clause (iii) below, written notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the 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) (A) Notwithstanding anything to the contrary contained in this Agreement, at the time of the consummation or occurrence of any Repricing Event, in each case, that occurs on or prior to the six-month anniversary of the Amendment No. 6 Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each applicable Term Lender, a prepayment premium in an amount equal to 1.00% of the aggregate principal amount of the Incremental B-4 Euro Term Loans or the Incremental B-5 Euro Term Loans, in each case, so prepaid or repaid and, in connection with any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Event, such Term Lender (and not any Person who replaces such Term Lender pursuant to Section 3.07(a)) shall receive its pro rata portion (as determined immediately prior to it being so replaced) of the prepayment premium or fee described herein. Such fees shall be due and payable upon the date of the applicable prepayment, repayment or Repricing Event, as applicable. For the avoidance of doubt, after the six-month anniversary of the Amendment No. 6 Effective Date, no fee shall be payable pursuant to this Section 2.05(a)(iii)(A). (B) Notwithstanding anything to the contrary contained in this Agreement, at the time of the consummation or occurrence of any Repricing Event, in each case, that occurs on or prior to the six-month anniversary of the Amendment No. 7 Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each applicable Term Lender, a prepayment premium in an amount equal to 1.00% of the aggregate principal amount of the Initial B-4 Dollar Term Loans or the Incremental B-5 Dollar Term Loans, in each case, so prepaid or repaid and, in connection with any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Event, such Term Lender (and not any Person who replaces such Term Lender pursuant to Section 3.07(a)) shall receive its pro rata portion (as determined immediately prior to it being so replaced) of the prepayment premium or fee described herein. Such fees shall be due and payable upon the date of the applicable prepayment, repayment or Repricing Event, as applicable. For the avoidance of doubt, after the six-month anniversary of the Amendment No. 7 Effective Date, no fee shall be payable pursuant to this Section 2.05(a)(iii)(B). (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment indicates that 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). (v) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.07(a) in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity); provided that any voluntary prepayment of Initial Term Loans shall be pro rata between the Initial Term Loans outstanding at the time of such voluntary prepayment. (vi) 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 to continuing, any Loan Party (in such capacity, a “Discounted Purchaser”) may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be funded with automatically and permanently cancelled 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 new financing that would result in the repayment voluntary prepayment of all Obligations in connection therewithTerm 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 termination of the Loans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New FinancingDiscounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(vi) 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 understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(vi)(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 (iv) 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 of prepayment may be revoked if to such New Financing is not consummatedLenders (or such later date specified therein) (the “Specified Discount Prepayment Response Date”).

Optional. Subject to the last sentence of this Section 2.04(a), any (a) 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 Term Loans and Revolving Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed to by the Administrative Agent, (Ai) such notice must be received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m. (1A) three two Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (3B) on the date of prepayment of Base Rate Loans; (Bii) 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 (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 date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)facility) of such prepayment. If such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Each notice delivered by the Borrower pursuant to this Section 2.05(a) shall be irrevocable; provided, that such notice may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a any Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding the foregoing, if such notice of Each 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 outstanding Term Loans and Commitments under pursuant to this Agreement and Section 2.05(a) shall be applied to the release or termination principal repayment installments thereof in direct order of all Liens securing the Obligations hereunder (a “New Financing”)maturity. Subject to Section 2.15, such notice of prepayment may prepayments shall be revoked if such New Financing is not consummatedpaid to the Lenders in accordance with their respective Applicable Percentages. (i) [Reserved].

Optional. Subject to the last sentence of this Section 2.04(a), any (i) The Borrower may, upon notice by the Borrower substantially in the form of Exhibit L-1 to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penaltypenalty except as set forth in Section 2.05(a)(iii) below; provided that (A1) such notice must be received by the Administrative Agent not later than 9:00 a.m. 2:00 p.m. (1New York City time) (A) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans Eurocurrency Rate Loan and (3B) on the date of prepayment of Base Rate LoansLoans (or such shorter period as the Administrative Agent shall agree); (B2) any prepayment of Term SOFR Loans or Daily Simple SOFR Eurocurrency Rate Loans shall be (x) in a principal amount of $5,000,000 3,000,000, or (y) a whole multiple of $1,000,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be (x) in a principal amount of $500,000 1,000,000, or (y) a whole multiple of $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 date and amount of such prepayment and prepayment, the Types Tranche of Loans to be prepaid, the Type(s) of Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Periods Period(s) of such Loans (except that if the class of Loans to be prepaid includes both Base Rate Loans and Eurocurrency Rate Loans, absent direction by the Borrower, the applicable prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurocurrency Rate Loans, in each case in a manner that minimizes the amount payable by the Borrower in respect of such prepayment pursuant to Section 3.06). The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect ratable share of the relevant Facility). If such notice is given by any the Borrower, such subject to clause (ii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.052.05(a)(iii) and Section 3.06. Notwithstanding Subject to Section 2.17, each prepayment of outstanding Tranches pursuant to this Section 2.05(a) shall be applied to the foregoingTranche or Tranches designated on such notice on a pro rata basis within such Tranche. Subject to Section 2.17, each prepayment of an outstanding Tranche pursuant to this Section 2.05(a) shall be applied to the remaining amortization payments of such Tranche as directed by the Borrower (or, if the Borrower has not made such designation, in direct order of maturity), but, in any event, on a pro rata basis to the Lenders within such Tranche. (ii) Notwithstanding anything to the contrary contained in this Agreement, any notice of prepayment indicates under Section 2.05(a)(i) may state that such prepayment it is to be funded with conditioned upon the proceeds occurrence or non-occurrence of a new financing that would result in any event specified therein (including the repayment effectiveness 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”other credit facilities), in which case such notice of prepayment may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such New Financing condition is not consummatedsatisfied. (iii) Notwithstanding anything to the contrary contained in this Agreement, if the Borrower (A) makes a voluntary prepayment of any Initial Loans pursuant to Section 2.05(a) or (B) makes a repayment of any Initial Loans pursuant to Section 2.05(b)(iii), the Borrower shall pay to the Administrative Agent, for the ratable account of the applicable Lenders with respect to clauses (A) and (B), (x) if such prepayment or repayment is made on or prior to the first anniversary of the Closing Date, a prepayment premium in an amount equal to 2.00% of the principal amount of Loans prepaid or repaid or (y) if such prepayment or repayment is made on or prior to the second anniversary of the Closing Date but after the first anniversary of the Closing Date, a prepayment premium in an amount equal to 1.00% of the principal amount of Loans prepaid or repaid (the “Prepayment Premium”); provided no Prepayment Premium will be required after the second anniversary of the Closing Date.

Optional. Subject to the last sentence of this Section 2.04(a), any (i) Any Co-Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term A Loans and Revolving 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 9:00 a.m. 12:00 noon (1) three Business Days prior to any date of prepayment of Term SOFR LoansEurocurrency Rate Loans denominated in Dollars, (2) one four Business Day Days (or five Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Daily Simple SOFR Eurocurrency Rate Loans denominated in Alternative Currencies and (3) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple SOFR Eurocurrency 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 (i) the date and amount of such prepayment and prepayment, (ii) the Types Type(s) of Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Periods Period(s) of such LoansLoans and (iii) in the case of a prepayment of Revolving Credit Loans denominated in Dollars, the Class of the Revolving Credit Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any a Co-Borrower, such Co-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 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 Co-Borrowers if such condition is not satisfied, subject to the provisions of Section 3.05. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Each prepayment of the foregoingoutstanding Term A Loans pursuant to this Section 2.05(a) shall be (x) applied to the principal repayment installments of the Term A Loans in forward or inverse order of maturity, as directed by the Co-Borrowers, or, if the Co-Borrowers fail to make such direction, on a pro-rata basis, and (y) paid to the Lenders in accordance with their respective Applicable Percentages in respect of the Term A Facility. (ii) A Co-Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of prepayment indicates that 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 to be funded with the proceeds of given by a new financing that would result in the repayment of all Obligations in connection therewithCo-Borrower, the termination of the Loans and Commitments under this Agreement such Co-Borrower shall make such prepayment and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.

Optional. Subject to the last sentence of this Section 2.04(a), any (a) 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 Term Loans and Revolving Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed to by the Administrative Agent, (Ai) such notice must be received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m. (1A) three two Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (3B) on the date of prepayment of Base Rate Loans; (Bii) 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 (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 date and amount of such prepayment and the Types Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)facility) of such prepayment. If such notice is given by any the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Each notice delivered by the Borrower pursuant to this Section 2.05(a) shall be irrevocable; provided, that such notice may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a any Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding the foregoing, if such notice of Each 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 outstanding Term Loans and Commitments under pursuant to this Agreement and Section 2.05(a) shall be applied to the release or termination principal repayment installments thereof in direct order of all Liens securing the Obligations hereunder (a “New Financing”)maturity. Subject to Section 2.15, such notice of prepayment may prepayments shall be revoked if such New Financing is not consummatedpaid to the Lenders in accordance with their respective Applicable Percentages.

Optional. Subject to the last sentence of this Section 2.04(a), any Borrower (i) Borrowers may, upon notice to the Administrative Agent from Borrower Agent, at any time or from time to time voluntarily prepay Revolving 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 9:00 a.m.Term Loans (1) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) one Business Day prior to any date of prepayment of Daily Simple SOFR Eurodollar Rate Loans and (32) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple SOFR Eurodollar Rate Loans shall be in a principal amount of at least $5,000,000 or a whole multiple of $1,000,000 in excess thereof100,000; and (C) any prepayment of Base Rate Loans shall be in a principal amount of at least $500,000 or a whole multiple of $100,000 in excess thereof 50,000 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, how such prepayment shall be applied and the Types Type(s) of Loans to be prepaid and, if Term SOFR Eurodollar Rate Loans are to be prepaid, the Interest Periods Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any BorrowerBorrower Agent, such 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 such notice may state that the prepayment is conditioned upon the effectiveness of other credit facilities, acquisitions or dispositions, in which case such notice may be revoked by Borrower Agent (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a prepayment of a Term SOFR Loan or a Daily Simple SOFR Loan, with any additional amounts required pursuant to Section 3.05. Notwithstanding Each prepayment of the foregoing, if such outstanding Term Loans pursuant to this Section 2.06(a) shall be applied as specified by the Borrower Agent in the applicable notice of prepayment indicates and, in the absence of such direction, in the manner set forth in Section 2.06(b)(v). Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentage in respect of each of the relevant Facilities. (ii) Borrowers may, upon notice to the Swing Line Lender (with a copy to Administrative Agent) from Borrower Agent, at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (without a reduction of the Swing Line Sublimit); provided that (A) such notice must be received by the Swing Line Lender and Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (B) any such prepayment is to shall be funded with the proceeds in a minimum principal amount of a new financing that would result in the repayment of all Obligations in connection therewith$10,000 or, if less, the termination entire principal amount thereof outstanding. Each such notice shall specify the date and amount of the Loans and Commitments under this Agreement such prepayment. If such notice is given by Borrower Agent, Borrowers shall make such prepayment and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), payment amount specified in such notice of prepayment may shall be revoked if such New Financing is not consummateddue and payable on the date specified therein.